##### Table of Contents





As
    filed with the Securities and Exchange Commission on
    July 1, 2011
  Registration
    No. 333-173048
    UNITED STATES SECURITIES AND
    EXCHANGE COMMISSION
 Washington, D.C.
    20549
  AMENDMENT NO. 2
 TO
  Form S-11
 FOR REGISTRATION UNDER THE
    SECURITIES ACT OF 1933
 OF CERTAIN REAL ESTATE
    COMPANIES
  PLYMOUTH OPPORTUNITY REIT,
    INC.
 (Exact Name of Registrant as
    specified in its Governing Instruments)
  Two Liberty Square,
    10th

    Floor
 Boston, Massachusetts 02109
 (617) 340-3814
 (Address, including zip code,
    and telephone number, including area code, of Registrants
    principal executive offices)
  Jeffrey E. Witherell
 Chief Executive Officer
  Pendleton White, Jr.
 President
 Plymouth Opportunity REIT, Inc.
 Two Liberty Square,
    10th

    Floor
 Boston, Massachusetts 02109
 (617) 340-3814
  (Name, Address, including zip
    code, and telephone number, including area code, of agent for
    service)
  Copies to:
  Bryan L. Goolsby
 Kenneth L. Betts
 Locke Lord Bissell & Liddell LLP
 2200 Ross Avenue, Suite 2200
 Dallas, Texas
    75201-6776
 (214) 740-8000
  Approximate date of commencement of proposed sale to the
    public:
  þ
  o
  o
  o
  o
  12b-2
  Large
    accelerated
    filer o
    Accelerated
    filer o
    Non-accelerated
    filer o
    Smaller
    reporting
    company þ       The Registrant hereby amends this Registration Statement on
    such date or dates as may be necessary to delay its effective
    date until the Registrant shall file a further amendment which
    specifically states that this Registration Statement shall
    thereafter become effective in accordance with Section 8(a)
    of the Securities Act or until the Registration Statement shall
    become effective on such date as the Commission, acting pursuant
    to said Section 8(a), may determine.




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PLYMOUTH
    OPPORTUNITY REIT, INC.
  Maximum
    Offering of 65,000,000 Shares of Common Stock
    Minimum Offering of 250,000 Shares of Common
    Stock
 
   
   
  Investing in our common stock involves a high degree of risk.
    You should only purchase shares if you can afford a complete
    loss. See Risk Factors beginning on page 26 for
    a description of some of the risks you should consider before
    buying shares of our common stock. These risks include the
    following:
 
 
  
    The amount of distributions that we may pay to our stockholders,
    if any, is uncertain. Due to the risks involved in the ownership
    of real estate, there is no guarantee of any return on your
    investment in our shares and you may lose your investment. 
  
    We are considered to be a blind pool because we own
    no investments and have not identified most of the investments
    we will make with proceeds from this offering. You will be
    unable to evaluate the economic merit of our future investments
    before we make them and there may be a substantial delay in
    receiving a return, if any, on your investment.
    We have no operating history and our operating assets consist of
    $200,000 of cash.
    There are substantial conflicts among us and our sponsor,
    advisor and dealer manager, such as the fact that our principal
    executive officers own a controlling interest in our sponsor,
    advisor and dealer-manager, and our sponsor and other affiliated
    entities may compete with us and acquire properties suitable to
    our investment objectives.
    No public market currently exists, and one may never exist, for
    shares of our common stock. If you are able to sell your shares,
    you would likely have to sell them at a substantial discount.
    We have not established the offering price of our shares on an
    independent basis, and it bears no relationship to the value of
    our assets. 
  
    We will not pay distributions until we generate operating cash
    flow sufficient to pay distributions to our stockholders. We
    will not make ordinary distributions from the proceeds of this
    offering, from borrowings in anticipation of future cash flow or
    from sales of assets. Until we generate operating cash flow
    sufficient to pay distributions to stockholders, our advisor may
    waive the reimbursement of certain expenses and payment of
    certain fees. 
 
  
    Our advisor and its affiliates will face conflicts of interest
    caused by their compensation arrangements with us that were not
    the result of arms-length negotiations. 
  Neither the Securities and Exchange Commission, the Attorney
    General of the State of New York nor any other state securities
    regulator has approved or disapproved of our common stock,
    determined if this prospectus is truthful or complete or passed
    on or endorsed the merits of this offering. Any representation
    to the contrary is a criminal offense.
  The use of projections in this offering is prohibited. No one
    is permitted to make any oral or written predictions about the
    cash benefits or tax consequences you will receive from your
    investment. Any representation to the contrary, and any
    predictions, written or oral, as to the amount or certainty of
    any future benefit or tax consequence that may flow from an
    investment in this program is not permitted. All proceeds from
    this offering are funds held in trust until subscriptions are
    accepted and funds are released.
  Price

Selling

Dealer

Net Proceedsto Public

Commissions

Manager Fee

(Before Expenses)**Primary OfferingPer Share

$
10.00
*

$
0.40
*

$
0.10
*

$
9.50Total Minimum

$
2,500,000
*

$
100,000
*

$
25,000
*

$
2,375,000Total Maximum

$
500,000,000
*

$
20,000,000
*

$
5,000,000
*

$
475,000,000Distribution Reinvestment PlanPer Share

$
9.50


$
0.00


$
0.00


$
9.50Total Maximum

$
142,500,000


$
0.00


$
0.00


$
142,500,000     *
    
    Volume discounts are available for
    some categories of investors. Reductions in commissions result
    in reductions in the purchase price.**
    
    There will be additional items of
    value paid in connection with this offering which are viewed by
    FINRA as underwriting compensation. Payment of this additional
    underwriting compensation will reduce the proceeds to us, before
    expenses. See Plan of Distribution.        The date of this prospectus
    is          ,
    2011




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SUITABILITY
    STANDARDS
      
    a net worth of at least $250,000; or
    a gross annual income of at least $70,000 and a net worth of at
    least $70,000.      
    Kentucky  Investors must have either
    (a) a net worth of $250,000 or (b) a gross annual
    income of at least $70,000 and a net worth of at least $70,000,
    with the amount invested in this offering not to exceed 10% of
    the Kentucky investors liquid net worth. 
  
    Massachusetts, Ohio, Pennsylvania and Oregon 
    Investors must have either (a) a minimum net worth of at
    least $250,000 or (b) an annual gross income of at least
    $70,000 and a net worth of at least $70,000. The investors
    maximum investment in the issuer and its affiliates cannot
    exceed 10% of the Massachusetts, Ohio, Iowa, Pennsylvania or
    Oregon residents net worth. 
 
  
    Iowa  Investors must have either (a) a
    minimum net worth of at least $350,000 (exclusive of home, auto
    and furnishings) or (b) a minimum annual gross income of
    $70,000 and a net worth of $100,000 (exclusive of home, auto and
    furnishings). The maximum investment in the issuer and its
    affiliates cannot exceed 10% of the Iowa residents net
    worth. 
  
    Michigan  Investors must have either
    (a) a minimum net worth of at least $250,000 or (b) an
    annual gross income of at least $70,000 and a net worth of at
    least $70,000. The maximum investment in the issuer and its
    affiliates cannot exceed 10% of the Michigan residents net
    worth.
    Tennessee  In addition to the suitability
    requirements described above, investors maximum investment
    in our shares and our affiliates shall not exceed 10% of the
    residents net worth. 
  
    Kansas and Idaho  In addition to the
    suitability requirements described above, it is recommended that
    investors should invest, in the aggregate, no more than 10% of
    their liquid net worth in our shares and securities of other
    real estate investment trusts. Liquid net worth is
    defined as that portion of net worth (total assets minus total
    liabilities) that is comprised of cash, cash equivalents and
    readily marketable securities.




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
    Missouri  In addition to the suitability
    requirements described above, no more than ten percent (10%) of
    any one (1) Missouri investors liquid net worth shall
    be invested in the securities registered by us for this offering
    with the Securities Division.
    California  In addition to the suitability
    requirements described above, investors maximum investment
    in our shares will be limited to 10% of the investors net
    worth (exclusive of home, home furnishings and automobile).
    Alabama and Mississippi  In addition to the
    suitability standards above, shares will only be sold to Alabama
    and Mississippi residents that represent that they have a liquid
    net worth of at least 10 times the amount of their investment in
    this real estate investment program and other similar programs. 
  
    North Dakota  Shares will only be sold to
    residents of North Dakota representing that they have a net
    worth of at least ten times their investment in us and our
    affiliates and that they meet one of the established suitability
    standards. 
 
  
    Pennsylvania Because the minimum offering of
    our common stock is less than $50,000,000, Pennsylvania
    investors are cautioned to carefully evaluate our ability to
    fully accomplish our stated objectives and to inquire as to the
    current dollar volume of our subscription proceeds. Further, the
    minimum aggregate closing amount for Pennsylvania investors is
    $25,000,000. 
      
    make every reasonable effort to determine that the purchase of
    shares is a suitable and appropriate investment for each
    investor based on information provided by such investor to the
    broker-dealer, including such investors age, investment
    objectives, income, net worth, financial situation and other
    investments held by such investor; and
    maintain records for at least six years of the information used
    to determine that an investment in the shares is suitable and
    appropriate for each investor.    
    meet the minimum income and net worth standards established in
    your state;
    can reasonably benefit from an investment in our common stock
    based on your overall investment objectives and portfolio
    structure;
    are able to bear the economic risk of the investment based on
    your overall financial situation; and
    have an apparent understanding of:  
    the fundamental risks of an investment in our common stock;
    the risk that you may lose your entire investment;
    the lack of liquidity of our common stock;
    the restrictions on transferability of our common stock;
    the background and qualifications of our advisor; and
    the tax consequences of an investment in our common stock.




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Appendix A
  RESTRICTIONS
    IMPOSED BY THE USA PATRIOT ACT AND RELATED ACTS
    
    a designated national, specially designated
    national, specially designated terrorist,
    specially designated global terrorist, foreign
    terrorist organization, or blocked person
    within the definitions set forth in the Foreign Assets Control
    Regulations of the U.S. Treasury Department;
    acting on behalf of, or an entity owned or controlled by, any
    government against whom the U.S. maintains economic
    sanctions or embargoes under the Regulations of the
    U.S. Treasury Department; or
    within the scope of Executive Order 13224  Blocking
    Property and Prohibiting Transactions with Persons who Commit,
    Threaten to Commit, or Support Terrorism, effective
    September 24, 2001;  non-U.S. country,




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TABLE OF
    CONTENTS
   
 PROSPECTUS SUMMARY


1What is Plymouth Opportunity REIT, Inc.?


1What is a REIT?


1Who is the Companys advisor?


2Who manages the Company?


2What is the experience of your sponsor?


2Who will choose the investments you make?


2Does your advisor use any specific criteria when
    selecting potential investments?


3What are your investment objectives?


3What types of properties and real estate-related
    investments do you intend to acquire?


4Will you invest in anything other than real
    property?


5What kind of offering is this?


5How does a best efforts offering
    work?


5Why are you structured as a REIT?


5When do you intend to elect to be taxed as a
    REIT?


6What are the terms of the offering?


6Are there any risks involved in buying our
    shares?


7Why do you intend to acquire some of your assets
    in joint ventures?


9Will you use debt borrowings to finance your
    investments?


9How will you use the proceeds raised in this
    offering?


9If I buy shares, will I receive distributions and
    how often?


10Will the distributions I receive be taxable as
    ordinary income?


11What conflicts of interest will your advisor and
    affiliates face?


11What is the ownership structure of the Company
    and its affiliates?


12How will you structure your ownership and
    operation of your assets?


12What is an UPREIT?


13What are the fees that you will pay to the
    advisor, its affiliates, the dealer manager and your
    directors?


13What are your exit strategies?


18May I reinvest my distributions in shares of
    Plymouth Opportunity REIT?


19If I buy shares in this offering, how may I later
    sell them?


20May I make an investment through my IRA, SEP or
    other tax-deferred account?


21Have you arranged for a custodian for investments
    made through IRA, SEP or other tax-deferred accounts?


21Are there any special restrictions on the
    ownership of transfer of shares?


21What steps do you take to make sure you invest in
    environmentally compliant property?


21How will you determine whether tenants have the
    appropriate creditworthiness for each building lease?


21How will you decide to sell one or more
    assets?


22Who can buy shares?


22For whom may an investment in our shares be
    appropriate?


22RISK FACTORS


26Risks Related to an Investment in Plymouth
    Opportunity REIT


26Risks Related to Conflicts of Interest


32Risks Related to Our Business in General


35General Risks Related to Investments in Real
    Estate


45




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Risks Associated with Debt Financing


53Risks Related to Investments in Real
    Estate-Related Securities


55Risks Associated with Investments in Mortgage,
    Bridge and Mezzanine Loans


57Federal Income Tax Risks


58Risks Related to Investments by Individual
    Retirement Accounts (IRAs) and Benefit Plans Subject to ERISA


63CAUTIONARY NOTE REGARDING FORWARD-LOOKING
    STATEMENTS


64ESTIMATED USE OF PROCEEDS


64MANAGEMENT


69Board of Directors


69Selection of Our Board of Directors


70Committees of the Board of Directors


71Audit Committee


71Compensation Committee


71Corporate Governance Committee


71Executive Officers and Directors


72Compensation of Directors


75Limited Liability and Indemnification of
    Directors, Officers, Employees and Other Agents


75The Advisor


76The Advisory Agreement


77Sub-Advisors


79Sub-Advisory
    Agreements


80Initial Investment by Our Sponsor


81Other Affiliates


81Our Sponsor


81Dealer Manager


82Management Decisions


83MANAGEMENT COMPENSATION


84STOCK OWNERSHIP


90CONFLICTS OF INTEREST


90Our Affiliates Interests in Other Plymouth
    Real Estate Programs


91General


91Allocation of Investment Opportunities


91Joint Ventures with Affiliates of our
    Advisor


91Joint Ventures with our
    Sub-Advisors
    and their Affiliates


92Competition for Tenants and Others


92Allocation of Our Affiliates Time


92Receipt of Fees and Other Compensation by
    Plymouth Real Estate Investors and its Affiliates


93Our Boards Loyalties to Plymouth and
    Possible Future Plymouth-Sponsored Programs


93Fiduciary Duties Owed by Some of Our Affiliates
    to Our Advisor and Our Advisors Affiliates


94Affiliated Dealer Manager


94Certain Conflict Resolution Measures


94Corporate governance committee


94Other Charter Provisions Relating to Conflicts of
    Interest


95Allocation of Investment Opportunities


99 ii




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INVESTMENT OBJECTIVES AND CRITERIA


100Acquisition and Investment Policies


102Development and Construction of Properties


107Acquisition of Properties from Affiliates


108Terms of Leases and Tenant Creditworthiness


109Multifamily Properties


110Hospitality


110Joint Venture Investments


110Borrowing Policies


111Disposition Policies


112Charter-imposed Investment Limitations


113Investment Limitations to Avoid Registration as
    an Investment Company


114Change in Investment Objectives and
    Limitations


117PRIOR PERFORMANCE SUMMARY


118Prior Investment Programs


118Private Programs


118MANAGEMENTS DISCUSSION AND ANALYSIS OF
    FINANCIAL CONDITION AND RESULTS OF OPERATIONS


120General


120Liquidity and Capital Resources


121Results of Operations


122Market Outlook  Real Estate and Real
    Estate Finance Markets


122Critical Accounting Policies


123Revenue Recognition


123Real Estate


125Impairment of Real Estate and Related
    Intangible Assets and Liabilities


126Real Estate Loans Receivable


126Fair Value Measurements


127Income Taxes


128Derivative Instruments


128Consolidations


128FEDERAL INCOME TAX CONSIDERATIONS


129Taxation of Plymouth Opportunity REIT


130Taxation of REITs in General


130Requirements for Qualification 
    General


132Effect of Subsidiary Entities


133Income Tests


134Asset Tests


136Annual Distribution Requirements


138Failure to Qualify


139Prohibited Transactions


140Foreclosure Property


140Derivatives and Hedging Transactions


140Taxable Mortgage Pools and Excess Inclusion
    Income


141Taxation of Stockholders


142 iii




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Taxation of Taxable Domestic Stockholders


142Taxation of Foreign Stockholders


144Taxation of Tax-Exempt Stockholders


146Backup Withholding and Information Reporting


147Tax Aspects of Our Operating Partnership


148Other Tax Considerations


150Legislative or Other Actions Affecting REITs


150State, Local and Foreign Taxes


151ERISA CONSIDERATIONS


151Prohibited Transactions


152Plan Asset Considerations


152Other Prohibited Transactions


154Annual Valuation


154DESCRIPTION OF SHARES


156Common Stock


156Preferred Stock


156Meetings and Special Voting Requirements


157Advance Notice for Stockholder Nominations for
    Directors and Proposals of New Business


157Restriction on Ownership of Shares


158Ownership Limit


158Suitability Standards and Minimum Purchase
    Requirements


159Distributions


159Inspection of Books and Records


160Business Combinations


161Control Share Acquisitions


161Subtitle 8


162Tender Offers by Stockholders


163Distribution Reinvestment Plan


163Eligibility


163Election to Participate


163Stock Purchases


164Account Statements


164Fees and Commissions and Use of Proceeds


164Voting


165Tax Consequences of Participation


165Termination of Participation


165Amendment or Termination of Plan


165Share Redemption Program


165Registrar and Transfer Agent


168Restrictions on
    Roll-Up
    Transactions


168THE OPERATING PARTNERSHIP AGREEMENT


169General


169Capital Contributions


170Operations


170Exchange Rights


171 iv




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Transferability of Interests


172PLAN OF DISTRIBUTION


173General


173Plymouth Real Estate Capital


173Compensation of Dealer Manager and Participating
    Broker-Dealers


173Volume Discounts


175Subscription Procedures


176Suitability Standards


178Minimum Purchase Requirements


179Special Notice to Pennsylvania and Tennessee
    Investors


179Investments by Qualified Accounts


180Investments through IRA Accounts


180SUPPLEMENTAL SALES MATERIAL


180LEGAL MATTERS


181EXPERTS


181WHERE YOU CAN FIND MORE INFORMATION


181Index to Balance Sheet


F-1Prior Performance Tables


P-1Appendix A  Form of Subscription
    Agreement with Instructions


A-1Appendix B  Distribution
    Reinvestment Plan


B-1EX-1.1EX-3.1EX-4.1EX-5.1EX-8.1EX-10.1EX-23.2   v




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PROSPECTUS
    SUMMARY  As used herein and unless otherwise required by context, the
    term prospectus refers to this prospectus as amended
    and supplemented. This prospectus summary highlights selected
    information contained elsewhere in this prospectus. See also the
    Questions and Answers About This Offering section
    immediately following this summary. This section and the
    Questions and Answers About This Offering section do
    not contain all of the information that is important to your
    decision whether to invest in our common stock. To understand
    this offering fully, you should read the entire prospectus
    carefully, including the Risk Factors section and
    the financial statements incorporated by reference in this
    prospectus
 What is
    Plymouth Opportunity REIT, Inc.?  and/or sub-advisors,
 
    th (617) 340-3814. www.plymouthreit.com
 What is a
    REIT?    
    pays distributions to stockholders of at least 90% of its REIT
    taxable income;
    avoids the double taxation treatment of income that
    generally results from investments in a corporation because a
    REIT is not generally subject to federal corporate income taxes
    on its net income
 1




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that is distributed to its shareholders in the form of
    deductible dividends, provided certain income tax requirements
    are satisfied;  
    combines the capital of many investors to acquire or provide
    financing for real estate-based investments; and
    offers the benefit of a diversified real estate portfolio under
    professional management. Who is
    the Companys advisor?  day-to-day day-to-day sub-advisory and/or
 
 Who
    manages the Company?   What is
    the experience of your sponsor?  sub-advisors, and/or
 
 Who will
    choose the investments you make?
 2




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sub-advisor sub-advisor and/or and/or
 
 Does your
    advisor use any specific criteria when selecting potential
    investments?   What are
    your investment objectives?    
    to generate income from our investments;
    to preserve, protect and return your capital contribution;
    to realize growth in the value of our investments within five to
    seven years of the termination of this offering;
    to grow net cash from operations so more cash is available for
    distributions to you; and
    to enable you to realize a return of your investment by
    beginning the process of liquidating and distributing cash to
    you or by listing our shares for trading on a national
    securities exchange within seven years after termination of this
    offering.      
    seek stockholder approval of the liquidation of the
    Company; or 
  
    if a majority of our board of directors (including a majority of
    the members of the corporate governance committee) determines
    that liquidation is not then in the best interests of our
    stockholders, postpone the decision of whether to liquidate the
    Company.
 3




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What
    types of properties and real estate-related investments do you
    intend to acquire?  and/or sub-advisors,
 4




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tenant-in-common tenant-in-common
 Will you
    invest in anything other than real property?   
 What kind
    of offering is this?   How does
    a best efforts offering work?   Why are
    you structured as a REIT?  so-called
 5




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When do
    you intend to elect to be taxed as a REIT?   What are
    the terms of the offering?
 6




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Are there
    any risks involved in buying our shares?    
    This is a blind pool offering because we own no
    assets, and except as described in a supplement to this
    prospectus, we have not identified additional assets to acquire
    with proceeds from this offering. You will not have the
    opportunity to evaluate our investments prior to our making
    them. You must rely totally upon our advisors ability to
    select our investments.
    There is no public trading market for our shares, and we cannot
    assure you that one will ever develop. Until our shares are
    listed, if ever, you may not sell your shares unless the buyer
    meets the applicable suitability and minimum purchase standards.
    Furthermore, if we do not achieve our goal of commencing a
    liquidation or listing within seven years after the termination
    of this offering, your shares may continue to be illiquid and
    you may, for an indefinite period of time, be unable to convert
    your investment into cash easily with minimum loss. In addition,
    our charter prohibits the ownership of more than 9.8% of our
    outstanding shares of common or preferred stock, unless exempted
    by our board of directors. Until our shares are publicly traded,
    you will have difficulty selling your shares, and even if you
    are able to sell your shares, you will likely have to sell them
    at a substantial discount.
    Our board of directors arbitrarily set the offering price of our
    shares of common stock for this offering, and this price bears
    no relationship to the book or net value of our assets or to our
    expected operating income. We have adopted a valuation policy in
    respect of estimating the per share value of our common stock
    and expect to disclose such valuation annually, but this
    estimated value is subject to significant limitations. Until
    18 months have passed without a sale in an offering of our
    common stock (or other securities from which the board of
    directors believes the value of a share of common stock can be
    estimated), not including any offering related to a distribution
    reinvestment plan, employee benefit plan or the redemption of
    interests in our operating partnership, we generally will use
    the gross offering price of a share of the common stock in our
    most recent offering as the per share estimated value thereof
    or, with respect to an offering of other securities from which
    the value of a share of common stock can be estimated, the value
    derived from the gross offering price of the other security as
    the per share estimated value of the common stock. This
    estimated value is not likely to reflect the proceeds you would
    receive upon our liquidation or upon the sale of your shares. In
    addition, this per share valuation method is not designed to
    arrive at a valuation that is related to any individual or
    aggregated value estimates or appraisals of the value of our
    assets.
    We commenced operations in March 2011, have only a limited
    operating history, no established financing sources other than
    proceeds from this offering and the prior performance of real
    estate investment programs sponsored by principals of Plymouth
    Real Estate Investors, and affiliates thereof, may not be
    indicative of our future results.
    The number of investments that we will make and the
    diversification of those investments will be reduced to the
    extent that we sell less than the maximum offering of
    50,000,000 shares in our primary
 7




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offering. There is a greater risk that you will lose money in
    your investment if we cannot diversify our portfolio.  
    Our ability to achieve our investment objectives and to make
    distributions depends on the performance of our advisor for the
    day-to-day
    management of our business and the selection of our real estate
    properties, loans and other investments. Our advisor and its
    affiliates are largely dependent on fee income from us. Adverse
    changes in the financial condition of our advisor could
    adversely affect us.
    Our opportunistic property acquisition strategy may involve the
    acquisition of properties in markets that are depressed or
    overbuilt,
    and/or those
    with high growth potential in real estate lease rates and sale
    prices. As a result of our investment in these types of markets,
    we face increased risks relating to changes in local market
    conditions and increased competition for similar properties in
    the same market, as well as increased risks that these markets
    will not recover and the value of our properties in these
    markets will not increase, or will decrease, over time. Our
    intended approach to acquiring and operating income-producing
    properties involves more risk than comparable real estate
    programs that have a targeted holding period for investments
    longer than ours, utilize leverage to a lesser degree
    and/or
    employ more conservative investment strategies.  
    We will not pay distributions until the proceeds from this
    offering are invested and generating operating cash flow
    sufficient to fully fund distributions to our stockholders. We
    expect to have little cash flow from operations available for
    distribution until we make substantial investments. To the
    extent our investments are in development or redevelopment
    projects or in properties that have significant capital
    requirements, our ability to make distributions may be
    negatively impacted, especially during our early periods of
    operation.  
    We pay fees to our advisor and its affiliates, some of which are
    payable based upon factors other than the quality of services
    provided to us. These fees could influence our advisors
    advice to us as well as the judgment of affiliates of our
    advisor performing services for us.  
    Our executive officers also serve as officers of our advisor and
    our dealer manager. Our advisor and its affiliates face various
    conflicts of interest resulting from their activities, such as
    conflicts related to allocating the purchase and leasing of
    properties and other assets between us and other potential
    future Plymouth-sponsored programs, conflicts related to any
    joint ventures,
    tenant-in-common
    investments or other co-ownership arrangements between us and
    any such other programs and conflicts arising from time demands
    placed on our advisor and its executive officers in serving
    other future Plymouth-sponsored programs.  
    We may incur substantial debt. Loans we obtain will be secured
    by some of our properties, which will put those properties at
    risk of forfeiture if we are unable to pay our debts and could
    hinder our ability to make distributions to our stockholders or
    could decrease the return on your investment and the value of
    your investment in the event income on such properties, or their
    value, falls. Principal and interest payments on these loans
    reduce the amount of money available to make distributions to
    you.
    To ensure that we continue to qualify as a REIT, our charter
    contains certain protective provisions, including a provision
    that prohibits any stockholder from owning more than 9.8% of our
    outstanding shares of common or preferred stock during any time
    that we are qualified as a REIT. However, our charter also
    allows our board to waive compliance with certain of these
    protective provisions (provided that the stockholder provides
    the representations, warranties and covenants described in our
    charter), which may have the effect of jeopardizing our REIT
    status.
    We may not remain qualified as a REIT for federal income tax
    purposes, which would subject us to the payment of tax on our
    income at corporate rates and reduce the amount of funds
    available for payment of distributions to our stockholders.  
    If we hold and sell one or more properties through taxable REIT
    subsidiaries (TRSs), our return to stockholders would be
    diminished because the gain from any such sale would be subject
    to a corporate-level tax, thereby reducing the net proceeds from
    such sale available for distribution to our stockholders.
    Moreover, if the ownership of one or more of our properties by a
    TRS causes the value of our TRSs to exceed 25% of the value of
    all of our assets at the end of any calendar quarter, we may
    lose our status as a REIT.
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
    Real estate investments are subject to general downturns in the
    industry as well as downturns in specific geographic areas. We
    cannot predict what the occupancy level will be in a particular
    building or that any tenant or mortgage or other real
    estate-related loan borrower will remain solvent. We also cannot
    predict the future value of our properties. Accordingly, we
    cannot guarantee that you will receive cash distributions or
    appreciation of your investment.
    You will not have preemptive rights as a stockholder; thus, any
    shares we issue in the future may dilute your interest in us.
    We may acquire properties for redevelopment. These types of
    investments involve risks relating to the construction
    companys ability to control construction costs, failure to
    perform or failure to redevelop in conformity with plan
    specifications and timetables. We will be subject to potential
    cost overruns and time delays for properties under
    redevelopment. Increased costs of redeveloped properties may
    reduce our returns to you, while construction delays may delay
    our ability to distribute cash to you. Why do
    you intend to acquire some of your assets in joint
    ventures?  tenant-in-common tenant-in-common
 Will you
    use debt borrowings to finance your investments?   How will
    you use the proceeds raised in this offering?
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Maximum Primary


Maximum DistributionOffering of Shares


Reinvestment Plan of SharesAmount


Percent


Amount


PercentGross Offering Proceeds

$
500,000,000



100.0
%

$
142,500,000



100.0
%Less Public Offering Expenses:Selling Commissions and Dealer Manager Fee


25,000,000



5.0
%






Organization and Offering Expenses


10,000,000



2.0
%






Amount Available for Investment

$
465,000,000



93.0
%

$
142,500,000



100.0
%Acquisition and OriginationExpenses:Acquisition Expenses(1)(2)


3,255,000



0.65
%


0



0.0
%Initial Capital Reserve


5,000,000



1.0
%


0



0.0
%Amount Estimated to Be Invested

$
456,745,000



91.35
%

$
142,500,000



100
%     (1)
    
    Acquisition expenses may include the reimbursement of advisory
    fees paid to third parties by our advisor in connection with the
    identification and structuring of investments.(2)
    
    We have also assumed that acquisition and origination expenses
    will be 0.70% of the amount available for investment. If I buy
    shares, will I receive distributions and how often?
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Will the
    distributions I receive be taxable as ordinary income?     What
    conflicts of interest will your advisor and affiliates
    face?    
    Our advisor and its executive officers have to allocate their
    time between us and any future Plymouth-sponsored programs and
    other activities in which they are or may become involved.
    The executive officers of our advisor, Plymouth Real Estate
    Investors, Inc., and its affiliates may become advisors or
    general partners of other future Plymouth-sponsored programs,
    and, in such event, they will need to determine which Plymouth
    sponsored program or other entity should purchase any particular
    property or make any other investment, or enter into a joint
    venture or co-ownership arrangement for the acquisition of
    specific investments.
    We may compete with other future Plymouth-sponsored programs for
    the same tenants in negotiating leases or in selling similar
    properties in the same geographic region, and the executive
    officers of our advisor may face conflicts with respect to
    negotiating with such tenants and purchasers.
    Our advisor and its affiliates receive fees in connection with
    management of our investments regardless of the quality of the
    services provided to us.
    We may seek stockholder approval to internalize our management
    by acquiring assets and personnel from our advisor for
    consideration that would be negotiated at that time. The payment
    of such consideration could result in dilution of your interest
    in us and could reduce the net income per share and funds from
    operations per share attributable to your investment.
    Additionally, in an internalization transaction, members of our
    advisors management that become our employees may receive
    more compensation than they receive from our advisor. These
    possibilities may provide incentives to our advisor or its
    management to pursue an internalization transaction rather than
    an alternative strategy, even if such alternative strategy might
    otherwise be in our stockholders best interests.
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What is
    the ownership structure of the Company and its
    affiliates?    
    (1)
    
    Messrs. Witherell and White and Ms. Brownell own 30%,
    18% and 11% of our sponsor, respectively. Each of these persons
    is an executive officer of our advisor.(2)
    
    Plymouth Group Real Estate owns 100% of Plymouth Real Estate
    Investors, Inc., our advisor. Jeffrey Witherell, our chief
    executive officer, is the sole member of Plymouth Real Estate
    Capital LLC.(3)
    
    Our advisor does not own any equity interest in either of the
    sub-advisors. How will
    you structure your ownership and operation of your
    assets?
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What is
    an UPREIT?  and/or one-for-one
 What are
    the fees that you will pay to the advisor, its affiliates, the
    dealer manager and your directors?  day-to-day sub-advisors, sub-advisors sub-advisor sub-advisors.
 
  Estimated Amount forMinimum Offering/Type of Compensation

Form of Compensation

Maximum OfferingOffering StageSelling Commissions

We will pay to Plymouth Real Estate Capital, our dealer manager,
    up to 4% of gross offering proceeds before reallowance of
    selling commissions earned by participating broker-dealers.
    Plymouth Real Estate Capital may reallow up to 100% of selling
    commissions earned to participating broker-dealers. No selling
    commissions are paid for sales under the distribution
    reinvestment plan.

$100,000/$20,000,000
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Estimated Amount forMinimum Offering/Type of Compensation

Form of Compensation

Maximum OfferingDealer Manager Fee

We will pay to Plymouth Real Estate Capital, our dealer manager,
    up to 1% of gross offering proceeds before reallowance to
    participating broker-dealers. Plymouth Real Estate Capital may
    reallow, in the aggregate, no more than 0.5% of gross offering
    proceeds for marketing fees and expenses, conference fees and
    non-itemized, non-invoiced due diligence efforts and no more
    than 0.5% of gross offering proceeds for out-of-pocket and bona
    fide, separately invoiced due diligence expenses incurred as
    fees, costs or other expenses from third parties. Further, in
    special cases pursuant to separately negotiated agreements and
    subject to applicable Financial Industry Regulatory Authority
    (FINRA) limitations, Plymouth Real Estate Capital may use a
    portion of the dealer manager fee to reimburse certain
    broker-dealers participating in the offering for technology
    costs and expenses associated with the offering and costs and
    expenses associated with the facilitation of the marketing and
    ownership of our shares by such broker-dealers customers.
    No dealer manager fee is paid for sales under the distribution
    reinvestment plan.

$25,000/$5,000,000Reimbursement of Other Organization and Offering Expenses

To date, our advisor or its affiliates have paid organization
    and offering expenses on our behalf.  We will reimburse our
    advisor and its affiliates for these costs and for future
    reasonable organization and offering costs they may incur on our
    behalf but only to the extent that the reimbursement would not
    cause  the selling commissions, the dealer manager fee and all
    other organization and offering expenses borne by us to exceed
    in the aggregate 15% of gross offering proceeds as of the date
    of reimbursement.  If we raise the maximum offering amount in
    the primary offering and under the distribution reinvestment
    plan, we expect organization and offering expenses (other than
    selling commissions and the dealer manager fee) to be
    $10,000,000 or 2% of gross offering proceeds.  These
    organization and offering expenses include all expenses (other
    than selling commissions and  the dealer manager fee) to be paid
    by us in connection with the offering.  We may not amend our
    advisory management agreement to increase the amount we are
    obligated to pay our advisor with respect to organization and
    offering expenses during this primary offering.

$75,000/$10,000,000
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Estimated Amount forMinimum Offering/Type of Compensation

Form of Compensation

Maximum OfferingAcquisition and Development Stage
    Operational StageAsset Management Fee

We will pay Plymouth Real Estate Investors, our advisor, or its
    affiliates, a monthly fee equal to one-twelfth of 1.0% of the
    amount paid or allocated to acquire the investment, inclusive of
    acquisition fees and expenses related thereto and the amount of
    any debt associated with or used to acquire such investment. In
    the case of investments made through joint ventures, the asset
    management fee will be determined based on our proportionate
    share of the underlying investment. With respect to investments
    in loans and any investments other than real property, the asset
    management fee will be a monthly fee calculated, each month, as
    one-twelfth of 1.0% of the lesser of (i) the amount actually
    paid or allocated to acquire or fund the loan or other
    investment, inclusive of acquisition or origination fees and
    expenses related thereto and the amount of any debt associated
    with or used to acquire or fund such investment and (ii) the
    outstanding principal amount of such loan or other investment,
    plus the acquisition or origination fees and expenses related to
    the acquisition or funding of such investment, as of the time of
    calculation. Notwithstanding the foregoing, if a loan or other
    investment in other than real property suffers an impairment or
    reduction in cash flow, such investment may be either excluded
    from the calculation of this fee or included at a reduced value.
    The asset management fee will be reduced as appropriate upon the
    disposition of any investment; however, the asset management fee
    will not be reduced or increased based on changes in the values
    of real property assets.

$90,400/$18,270,000 (assuming leverage of 75% of the cost of our
    investments).Independent Director Compensation

We will pay each of our independent directors an annual retainer
    of $45,000, consisting of $25,000 in cash and $20,000 in
    restricted stock, initially valued as $10.00 per share. We will
    also pay our independent directors for attending meetings as
    follows: (1) $1,000 for each board meeting attended whether in
    person or by teleconference; (2) $500 for each committee meeting
    attended whether in person or by teleconference (except that the
    committee chairmen will be a paid a $5,000 annual retainer). All
    directors will receive reimbursement of reasonable out-of-pocket
    expenses incurred in connection with attendance at meetings of
    the board of directors. No independent director fees or director
    reimbursements are payable unless we raise the minimum offering
    amount of $2,500,000; until we raise the minimum offering
    amount, fees and other amounts payable to our board of directors
    will accrue without interest.

Actual amounts are dependent upon the total number of board and
    committee meetings that each independent director attends; we
    cannot determine these amounts at the present time.
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Estimated Amount forMinimum Offering/Type of Compensation

Form of Compensation

Maximum OfferingCommon Stock Issuable Upon Occurrence of Certain Events

We will pay to our sponsor, Plymouth Group Real Estate, an
    origination fee equal to 3% of the net proceeds of this primary
    offering paid by us to acquire our investments. This fee will be
    payable quarterly, commencing on September 30, 2011, and will be
    payable in shares of our common stock, which shares will be
    valued at a price equal to the price then payable for shares
    redeemed under our share redemption program, provided such price
    shall not be less than $10.00 per share. The aggregate
    origination fee (aggregating all prior payments) payable to our
    sponsor will not exceed 3% of the net proceeds of our primary
    offering of shares as of the time of such payment. This fee is
    being paid in lieu of any promotional fee otherwise payable to
    our sponsor for organizing our company.

Actual amounts will not exceed 3% of the net proceeds of the
    primary offering ($67,800/$13,700,000).Acquisition and Origination Expenses

We will reimburse Plymouth Real Estate Investors, our advisor,
    or its affiliates for expenses actually incurred (including
    personnel costs) related to selecting, evaluating and acquiring
    assets on our behalf, regardless of whether we actually acquire
    the related assets. Personnel costs associated with providing
    such services will be determined based on the amount of time
    incurred by the respective employee of our advisor and the
    corresponding payroll and payroll related costs incurred by our
    affiliate. In addition, we also will pay third parties, or
    reimburse the advisor or its affiliates, for any
    investment-related expenses due to third parties, including, but
    not limited to, legal fees and expenses, travel and
    communications expenses, costs of appraisals, accounting fees
    and expenses, third-party brokerage or finders fees, title
    insurance expenses, survey expenses, property inspection
    expenses and other closing costs regardless of whether we
    acquire the related assets. We expect these expenses to be
    approximately 2.0% of the purchase price of each property and
    2.0% of the amount advanced for a loan or other investment. In
    addition, we will reimburse our advisor for the fees payable by
    our advisor to its
    sub-advisors
    relating to the acquisition by the company of any investments
    identified by such
    sub-advisors
    and approved for acquisition by our advisor. The amount of such
    fee, if any, will be up to 1.5% of the purchase price of the
    investment, the maximum dollar amount of which would be
    $19,575,000, assuming leverage of 65% of the cost of our
    investments. In no event will the total of all acquisition fees
    and acquisition expenses payable with respect to a particular
    investment exceed 6.0% of the contract purchase price of each
    property or 6.0% of the amount advanced for a loan or other
    investment.

$180,800/$36,540,000 (assuming leverage of 75% of the cost of
    our investments).
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Estimated Amount forMinimum Offering/Type of Compensation

Form of Compensation

Maximum OfferingDisposition Expenses

We will reimburse Plymouth Real Estate Investors, our advisor,
    or its affiliates for expenses actually incurred (including
    personnel costs) related to disposing of our assets. Personnel
    costs associated with providing such services will be determined
    based on the amount of time incurred by the respective employee
    of our advisor and the corresponding payroll and payroll related
    costs incurred by our affiliate. In addition, we also will pay
    third parties, or reimburse the advisor or its affiliates, for
    any disposition related expenses due to third parties,
    including, but not limited to, legal fees and expenses, travel
    and communications expenses, costs of appraisals, accounting
    fees and expenses, third-party brokerage or finders fees, title
    insurance expenses, survey expenses, property inspection
    expenses and other closing costs regardless of whether we
    dispose of the related assets. We expect these expenses to be
    approximately 2.0% of the sale price of each investment. In no
    event will the total of all disposition expenses payable with
    respect to a particular investment exceed 6.0% of the sales
    price of each investment.

Actual amounts cannot be determined at the present time.Property Management Fees

If an affiliate of our advisor, including our
    sub-advisors,
    provides property management services for our properties, we
    will pay fees up to 4.5% of gross revenues from our multitenant
    properties.

Not determinable at this time. Because the fee is based on a
    fixed percentage of gross revenue and/or market rates, there is
    no maximum dollar amount for this fee.
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Estimated Amount forMinimum Offering/Type of Compensation

Form of Compensation

Maximum OfferingOperating Expenses

We will reimburse Plymouth Real Estate Investors, our advisor,
    for all expenses paid or incurred by our advisor in connection
    with the services provided to us, subject to the limitation that
    we will not reimburse our advisor for any amount by which our
    operating expenses (including the asset management fee),
    commencing upon the earlier to occur of four fiscal quarters
    after (a) we make our first investment or (b) six months after
    the commencement of this offering, exceeds the greater of: (A)
    2% of our average invested assets, or (B) 25% of our net income
    determined without reduction for any additions to reserves for
    depreciation, bad debts or other similar non-cash reserves and
    excluding any gain from the sale of our assets for that period.
    If we have already reimbursed our advisor for such excess
    operating expenses, our advisor will be required to repay such
    amount to us. We will not reimburse our advisor or its
    affiliates for services for which our advisor or its affiliates
    are entitled to compensation in the form of a separate fee other
    than with respect to acquisition services formerly provided or
    usually provided by third parties.

Actual amounts are dependent upon expenses paid or incurred and
    therefore cannot be determined at the present time.Subordinated Payment upon Termination of the Advisory Agreement
    (payable only if we are not engaged in a merger, a liquidation
    of our assets or the listing of our shares on a national
    securities exchange)

If we terminate the advisory agreement for any reason other than
    a material breach by our advisor as a result of willful or
    intentional misconduct or bad faith on behalf of our advisor or
    we fail to offer a renewal to our advisor on substantially
    similar terms as the year prior, or our advisor terminates the
    advisory agreement because of a material breach by us, our
    advisor will be entitled to receive an amount, payable in the
    form of a non-interest-bearing promissory note, equal to 15% of
    the amount by which (i) our adjusted market value plus
    distributions exceeds (ii) the aggregate capital contributed by
    investors plus an amount equal to an 8% cumulative,
    noncompounded return to investors.

Actual amounts are dependent upon the results of our operations,
    we cannot determine these amounts at the present time.  
   What are
    your exit strategies?    
    seek stockholder approval of the liquidation of the
    Company; or 
  
    if a majority of our board of directors (including a majority of
    the members of the corporate governance committee) determines
    that liquidation is not then in the best interests of our
    stockholders, postpone the decision of whether to liquidate the
    Company.
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May I
    reinvest my distributions in shares of Plymouth Opportunity
    REIT?  Form 8-K
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If I buy
    shares in this offering, how may I later sell them?  over-the-counter i.e.,
    
    The lower of $9.25 or 92.5% of the price paid to acquire the
    shares from us for stockholders who have held their shares for
    at least one year;
    The lower of $9.50 or 95.0% of the price paid to acquire the
    shares from us for stockholders who have held their shares for
    at least two years;
    The lower of $9.75 or 97.5% of the price paid to acquire the
    shares from us for stockholders who have held their shares for
    at least three years; and
    The lower of $10.00 or 100% of the price paid to acquire the
    shares from us for stockholders who have held their shares for
    at least four years.
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May I
    make an investment through my IRA, SEP or other tax-deferred
    account?   Have you
    arranged for a custodian for investments made through IRA, SEP
    or other tax-deferred accounts?   Are there
    any special restrictions on the transfer of shares?   What
    steps do you take to make sure you invest in environmentally
    compliant property?   How will
    you determine whether tenants have the appropriate
    creditworthiness for each lease?
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How will
    you decide to sell one or more assets?   Who can
    buy shares?   For whom
    may an investment in our shares be appropriate?    Will you
    register as an investment company?
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Is there
    any minimum investment required?
 23




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How do I
    subscribe for shares?
    Will I be
    notified of how my investment is doing?
    
    a quarterly distribution report;
    three quarterly financial reports;
    an annual report; and
    an annual Form 1099.    
    U.S. mail or other courier;
    facsimile;
    in a filing with the SEC or annual report; and
    posting on our affiliated web site at
    www.plymouthreit.com.  Form 10-K www.plymouthreit.com
  When will
    I receive my detailed tax information?
 24




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Who is
    the transfer agent?
    3988 North
    Central Expressway
    Building
    5-6th

    Floor
    Dallas, Texas 75204
    Where do
    I send my subscription materials?
      Plymouth
    Real Estate Investors Inc.
  Regular Mail:

Express/Overnight Delivery:Two Liberty Square,
    10th

    Floor
    Boston, Massachusetts 02109

Two Liberty Square,
    10th

    Floor
    Boston, Massachusetts 02109   Who can
    help answer my questions?
    Plymouth
    Real Estate Capital LLC
    Two Liberty Square,
    10th

    Floor
    Boston, Massachusetts 02109(617) 340-3814
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RISK
    FACTORS  Your purchase of shares involves a number of risks. You
    should carefully consider the following risk factors in
    conjunction with the other information contained in this
    prospectus before purchasing our shares. All risks that could
    materially and adversely affect our business, operating results,
    prospects and financial condition are described below.
 Risks
    Related to an Investment in Plymouth Opportunity REIT  We
    have no prior operating history or established financing
    sources, and the prior performance of other real estate
    investment programs sponsored by affiliates of our advisor may
    not be an indication of our future results.
 
 
   
 
   
 
   
 
  
    Identify and acquire investments that further our investment
    strategies; 
 
  
    Increase awareness of the Plymouth Opportunity REIT name within
    the investment products market; 
 
  
    Attract, integrate, motivate and retain qualified personnel to
    manage our
    day-to-day
    operations; 
 
  
    Respond to competition for our targeted real estate properties
    and other investment as well as for potential investors; and 
 
  
    Continue to build and expand our operations structure to support
    our business. 
 
   
  There
    is no public trading market for your shares; therefore, it will
    be difficult for you to sell your shares. If you are able to
    sell your shares, you may have to sell them at a substantial
    discount from the public offering price.
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We may
    suffer from delays in locating suitable investments, which could
    adversely affect the return on your investment.
            Distributions
    will not be paid from capital and there can be no assurance that
    we will be able to achieve expected cash flows necessary to
    continue to pay initially established distributions or maintain
    distributions at any particular level, or that distributions
    will increase over time.
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
    If one or more tenants defaults or terminates its lease, there
    could be a decrease or cessation of rental payments, which would
    mean less cash available for distributions.
    Any failure by a borrower under our mortgage, bridge or
    mezzanine loans to repay the loans or interest on the loans will
    reduce our income and distributions to stockholders.
    Cash available for distributions may be reduced if we are
    required to spend money to correct defects or to make
    improvements to properties.
    Cash available to make distributions may decrease if the assets
    we acquire have lower yields than expected.
    There may be a delay between the sale of the common stock and
    our purchase of real properties. During that time, we may invest
    in lower yielding short-term instruments, which could result in
    a lower yield on your investment.
    If we lend money to others, such funds may not be repaid in
    accordance with the loan terms or at all, which could reduce
    cash available for distributions.
    Federal income tax laws require REITs to distribute at least 90%
    of their taxable income to stockholders to maintain REIT status,
    and 100% of taxable income and net capital gain to avoid federal
    income tax. This limits the earnings that we may retain for
    corporate growth, such as property acquisition, development or
    expansion and makes us more dependent upon additional debt or
    equity financing than corporations that are not REITs. If we
    borrow more funds in the future, more of our operating cash will
    be needed to make debt payments and cash available for
    distributions may therefore decrease.
    In connection with future property acquisitions, we may issue
    additional shares of common stock, operating partnership units
    or interests in other entities that own our properties. We
    cannot predict the number of shares of common stock, units or
    interests that we may issue, or the effect that these additional
    shares might have on cash available for distributions to you. If
    we issue additional shares, they could reduce the cash available
    for distributions to you 
   
  Payment
    of fees to our advisor and its affiliates will reduce cash
    available for investment and payment of
    distributions.
 
   
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We may
    have to make decisions on whether to invest in certain
    properties, without detailed information on the
    property.
    This
    is a blind pool offering, so you will not have the opportunity
    to evaluate our investments before we make them.
    If we
    are unable to raise substantial funds, we will be limited in the
    number and type of investments we may make, and the value of
    your investment in us will fluctuate with the performance of the
    specific investments we make.
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We and
    our advisor have a limited operating history, we have no
    established financing sources, and the prior performance of real
    estate investment programs sponsored by affiliates of Plymouth
    may not be indicative of our future results.
        
    identify and acquire investments that further our investment
    strategies;
    maintain our network of licensed securities brokers and other
    agents;
    attract, integrate, motivate and retain qualified personnel to
    manage our
    day-to-day
    operations;
    respond to competition for our targeted real estate properties
    and other investments as well as for potential investors in
    us; and
    continue to build and expand our operations structure to support
    our business.   
  Our
    dealer manager has a limited operating history and it may not be
    successful in conducting this offering, which would adversely
    impact our ability to implement our investment
    strategy.
 
 
   
  If we
    lose or are unable to obtain key personnel, our ability to
    implement our investment strategies could be delayed or
    hindered.
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If we
    internalize our management functions, your interest in us could
    be diluted, and we could incur other significant costs
    associated with being self-managed.
       
  and/or
 
  We may
    lose key personnel as a result of internalization of management
    functions.
  day-to-day
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Our
    rights and the rights of our stockholders to recover claims
    against our independent directors are limited, which could
    reduce your and our recovery against them if they negligently
    cause us to incur losses.
    If our
    sponsor, our advisor or its affiliates waive certain fees due to
    them, our results of operations and distributions may be
    artificially high.
   
  If we
    fail to list our shares or otherwise liquidate our assets, you
    may be required to hold your shares indefinitely.
 
 
   
 Risks
    Related to Conflicts of Interest    Because
    our sponsor and our advisor are not prohibited from creating
    further real estate programs that may use investment strategies
    that are similar to ours, our advisor and its and our executive
    officers may face conflicts of interest relating to the purchase
    and leasing of properties and other investments, and such
    conflicts may not be resolved in our favor.
 
  and/or and/or
 
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Plymouth
    Real Estate Investors and its affiliates, including all of our
    executive officers and some of our directors, will face
    conflicts of interest caused by their compensation arrangements
    with us, which could result in actions that are not in the
    long-term best interests of our stockholders.
 
   
  
    the continuation, renewal or enforcement of our agreements with
    our advisor and its affiliates, including the advisory agreement
    and the dealer manager agreement;
    public offerings of equity by us, which entitle Plymouth Real
    Estate Capital to dealer manager fees and will likely entitle
    our advisor to increased acquisition and asset management fees;
    property transactions, which will result in the issuance to our
    sponsor of shares of our common stock;
    property acquisitions from third parties, which entitle our
    advisor to asset management fees;
    borrowings to acquire properties, which borrowings will increase
    the asset management fees payable to our advisor; and
    whether we seek to internalize our management functions, which
    internalization could result in our retaining some of our
    advisors key officers and employees for compensation that
    is greater than that which they currently earn or which could
    require additional payments to affiliates of our advisor to
    purchase the assets and operations of our advisor.    Our
    advisor will face conflicts of interest relating to joint
    ventures,
    tenant-in-common
    investments or other co-ownership arrangements that we may enter
    with affiliates of our sponsor or our advisor or with other
    future Plymouth sponsored programs, which could result in a
    disproportionate benefit to affiliates of our sponsor or advisor
    or to another Plymouth sponsored program.
  tenant-in-common sub-advisors
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and/or tenant-in-common
  tenant-in-common
    Our
    advisors executive officers and key personnel and the
    executive officers and key personnel that conduct our
    day-to-day
    operations and this offering may face competing demands on their
    time, and this may cause our investment returns to
    suffer.
  day-to-day day-to-day
  Our
    officers face conflicts of interest related to the positions
    they hold with entities affiliated with our advisor, which could
    diminish the value of the services they provide to
    us.
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Because
    we rely on affiliates of Plymouth Group Real Estate for the
    provision of advisory, property management and dealer manager
    services, if Plymouth Group Real Estate is unable to meet its
    obligations we may be required to find alternative providers of
    these services, which could result in a significant and costly
    disruption of our business.
   Risks
    Related to Our Business in General  A
    limit on the number of shares a person may own may discourage a
    takeover.
    Our
    charter permits our board of directors to issue stock with terms
    that may subordinate the rights of the holders of our current
    common stock or discourage a third party from acquiring
    us.
    Our
    authorized but unissued shares of common and preferred stock may
    prevent a change in our control.
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Maryland
    law prohibits certain business combinations, which may make it
    more difficult for us to be acquired.
    
    any person who beneficially owns 10% or more of the voting power
    of the then outstanding voting stock of the corporation; or
    an affiliate or associate of the corporation who, at any time
    within the two-year period prior to the date in question, was
    the beneficial owner of 10% or more of the voting power of the
    then outstanding voting stock of the corporation.      
    80% of the votes entitled to be cast by holders of the then
    outstanding shares of voting stock of the corporation; and
    two-thirds of the votes entitled to be cast by holders of voting
    stock of the corporation other than shares held by the
    interested stockholder with whom or with whose affiliate the
    business combination is to be effected or held by an affiliate
    or associate of the interested stockholder.    Maryland
    law also limits the ability of a third party to buy a large
    stake in us and exercise voting power in electing
    directors.
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Our
    charter includes an anti-takeover provision that may discourage
    a stockholder from launching a tender offer for our
    shares.
    Your
    investment return may be reduced if we are required to register
    as an investment company under the Investment Company Act; if we
    or our subsidiaries become an unregistered investment company,
    we could not continue our business.
    
    limitations on capital structure;
    restrictions on specified investments;
    prohibitions on transactions with affiliates; and
    compliance with reporting, record keeping, voting, proxy
    disclosure and other rules and regulations that would
    significantly increase our operating expenses.    
    we are not engaged primarily, nor do we hold ourselves out as
    being engaged primarily, nor propose to engage primarily, in the
    business of investing, reinvesting or trading in securities,
    which criteria we refer to as the primarily engaged
    test; and
    we are not engaged and do not propose to engage in the business
    of investing, reinvesting, owning, holding or trading in
    securities and do not own or propose to acquire investment
    securities having a value exceeding 40% of the value of
    our total assets on an unconsolidated basis, which criteria we
    refer to as the 40% test. Investment
    securities excludes U.S. government securities and
    securities of majority owned subsidiaries that are not
    themselves investment companies and are not relying on the
    exception from the definition of investment company under
    Section 3(c)(1) or Section 3(c)(7) (relating to
    private investment companies).   37




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Rapid
    changes in the values of real estate-related investments may
    make it more difficult for us to maintain our qualification as a
    REIT or exception from the Investment Company Act.
 
 
  and/or and/or
 
  Our
    board of directors may change our investment policies and
    objectives generally and at the individual investment level
    without stockholder approval, which could alter the nature of
    your investment.
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
    the election or removal of directors;
    any amendment of our charter, except that our board of directors
    may amend our charter without stockholder approval to:
    change our name;
    increase or decrease the aggregate number of our shares;
    increase or decrease the number of our shares of any class or
    series that we have the authority to issue;
    classify or reclassify any unissued shares by setting or
    changing the preferences, conversion or other rights,
    restrictions, limitations as to distributions, qualifications or
    terms and conditions of redemption of such shares;
    effect reverse stock splits;
    after the listing of our shares of common stock on a national
    securities exchange, opting into any of the provisions of
    Subtitle 8 of Title 3 of the Maryland General Corporation
    Law (see Description of Shares  Provisions of
    Maryland Law and our Charter and Bylaws  Subtitle
    8) on page   ;
    our liquidation and dissolution; and
    our being a party to any merger, consolidation, sale or other
    disposition of substantially all of our assets (notwithstanding
    that Maryland law may not require stockholder approval).    You
    may not be able to sell your shares under the share redemption
    program and, if you are able to sell your shares under the
    program, you may not be able to recover the amount of your
    investment in our shares.
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We may
    not successfully implement our exit strategy, in which case you
    may have to hold your investment for an indefinite
    period.
    
    seek stockholder approval of the liquidation of the
    Company; or 
  
    if a majority of our board of directors (including a majority of
    the members of the corporate governance committee) determines
    that liquidation is not then in the best interests of our
    stockholders, postpone the decision of whether to liquidate the
    Company. 
 
   
    We
    established the offering price for the shares on an arbitrary
    basis; as a result, the offering price of the shares is not
    related to any independent valuation.
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Because
    the dealer manager is an affiliate of our advisor, investors
    will not have the benefit of an independent review of us or the
    prospectus, which are customarily performed in underwritten
    offerings.
    Your
    interest in Plymouth Opportunity REIT will be diluted if we or
    Plymouth Opportunity OP issues additional
    securities.
    Development
    projects in which we invest may not be completed successfully or
    on time, and guarantors of the projects may not have the
    financial resources to perform their obligations under the
    guaranties they provide.
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We are
    uncertain of our sources for funding of future capital needs,
    which could adversely affect the value of our
    investments.
  property-by-property
  We may
    suffer adverse consequences due to the financial difficulties,
    bankruptcy or insolvency of our tenants.
    We may
    not be able to realize the full financial benefits from any
    sale-leaseback transaction we enter into.
    Recent
    market disruptions may adversely impact aspects of our operating
    results and operating condition.
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
    the financial condition of our tenants may be adversely
    affected, which result in us having to increase concessions,
    reduce rental rates or make capital improvements beyond those
    contemplated at the time we acquired the properties in order to
    maintain occupancy levels or to negotiate for reduced space
    needs, which results in a decrease in our occupancy levels;
    an increase in the number of bankruptcies or insolvency
    proceedings of our tenants and lease guarantors, which could
    delay our efforts to collect rent and any past due balances
    under the relevant leases and ultimately could preclude
    collection of these sums;
    significant job losses in the financial and professional
    services industries have occurred and may continue to occur,
    which may decrease demand for our office space and result in
    lower occupancy levels, which will result in decreased revenues
    and which could diminish the value of our properties, which
    depend, in part, upon the cash flow generated by our properties;
    credit spreads for major sources of capital may continue to
    widen as stockholders demand higher risk premiums, resulting in
    lenders increasing the cost for debt financing;
    our ability to borrow on terms and conditions that we find
    acceptable, or at all, may be limited, which could result in our
    investment operations generating lower overall economic returns
    and a reduced level of cash flow, which could potentially impact
    our ability to make distributions to our stockholders at current
    levels, reduce our ability to pursue acquisition opportunities
    if any, and increase our interest expense;
    a further reduction in the amount of capital that is available
    to finance real estate, which, in turn, could lead to a decline
    in real estate values generally, slow real estate transaction
    activity, reduce the loan to value ratio upon which lenders are
    willing to lend, and result in difficulty refinancing our debt;
    the value of certain of our properties may have decreased below
    the amounts we paid for them, which may limit our ability to
    dispose of assets at attractive prices or to obtain debt
    financing secured by our properties and may reduce the
    availability of unsecured loans;
    the value and liquidity of our short-term investments could be
    reduced as a result of the dislocation of the markets for our
    short-term investments and increased volatility in market rates
    for such investments or other factors; and
    one or more counterparties to our derivative financial
    instruments could default on their obligations to us, or could
    fail, increasing the risk that we may not realize the benefits
    of these instruments.    To
    hedge against exchange rate and interest rate fluctuations, we
    may use derivative financial instruments that may be costly and
    ineffective and may reduce the overall returns on your
    investment and affect cash available for distribution to our
    stockholders.
 
   
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
    interest rate hedging can be expensive, particularly during
    periods of rising and volatile interest rates;
    available interest rate hedging may not correspond directly with
    the interest rate risk for which protection is sought;
    the duration of the hedge may not match the duration of the
    related liability or asset;
    the amount of income that a REIT may earn from hedging
    transactions to offset interest rate losses is limited by
    federal tax provisions governing REITs;
    the credit quality of the party owing money on the hedge may be
    downgraded to such an extent that it impairs our ability to sell
    or assign our side of the hedging transaction;
    the party owing money in the hedging transaction may default on
    its obligation to pay; and
    we may purchase a hedge that turns out not to be necessary,
    i.e., a hedge that is out of the money.   
   
  Hedging
    instruments often are not traded on regulated exchanges,
    guaranteed by an exchange or its clearing house, or regulated by
    any U.S. or foreign governmental authorities and involve risks
    and costs.
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Complying
    with REIT requirements may limit our ability to hedge
    effectively.
  and/or
 General
    Risks Related to Investments in Real Estate  Our
    opportunistic property-acquisition strategy involves a higher
    risk of loss than more conservative investment
    strategies.
 
  and/or and/or
 
  Our
    revenue and net income may vary significantly from one period to
    another due to investments in opportunity-oriented properties
    and portfolio acquisitions, which could increase the variability
    of our cash available for distributions.
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Our
    operating results will be affected by economic and regulatory
    changes that have an adverse impact on the real estate market in
    general, and we cannot assure you that we will be profitable or
    that we will realize growth in the value of our real estate
    properties.
    
    changes in general economic or local conditions;
    changes in supply of or demand for similar or competing
    properties in an area;
    changes in interest rates and availability of permanent mortgage
    funds that may render the sale of a property difficult or
    unattractive;
    the illiquidity of real estate investments generally;
    changes in tax, real estate, environmental and zoning
    laws; and
    periods of high interest rates and tight money supply.   
  A high
    concentration of our properties in a particular geographic area,
    or with tenants in a similar industry, would magnify the effects
    of downturns in that geographic area or industry and have a
    disproportionate adverse effect on the value of our
    investments.
 
 
   
 
  Properties
    that have significant vacancies could be difficult to sell,
    which could diminish the return on your
    investment.
 
   
  We may
    enter into long-term leases with tenants in certain properties,
    which may not result in fair market rental rates over
    time.
 
 
   
 
  Many
    of our investments will be dependent on tenants for revenue, and
    lease terminations could reduce our ability to make
    distributions to stockholders.
 
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We may
    be unable to secure funds for future tenant improvements, which
    could adversely impact our ability to make cash distributions to
    our stockholders.
  property-by-property
  We may
    be unable to sell a property if or when we decide to do so,
    which could adversely impact our ability to make cash
    distributions to our stockholders.
    
    seek stockholder approval of the liquidation of the
    Company; or 
  
    if a majority of our board of directors (including a majority of
    the members of the corporate governance committee) determines
    that liquidation is not then in the best interests of our
    stockholders, postpone the decision of whether to liquidate the
    Company. 
 
   
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Our
    co-venture partners, co-tenants or other partners in
    co-ownership arrangements could take actions that decrease the
    value of an investment to us and lower your overall
    return.
  tenant-in-common
    
    the possibility that our co-venturer, co-tenant or partner in an
    investment might become bankrupt;
    the possibility that a co-venturer, co-tenant or partner in an
    investment might breach a loan agreement or other agreement or
    otherwise, by action or inaction, act in a way detrimental to us
    or the investment;
    that such co-venturer, co-tenant or partner may at any time have
    economic or business interests or goals that are or that become
    inconsistent with our business interests or goals;
    the possibility that we may incur liabilities as the result of
    the action taken by our partner or co-investor; or
    that such co-venturer, co-tenant or partner may be in a position
    to take action contrary to our instructions or requests or
    contrary to our policies or objectives, including our policy
    with respect to qualifying and maintaining our qualification as
    a REIT.    Uninsured
    losses relating to real property or excessively expensive
    premiums for insurance coverage may adversely affect your
    returns.
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Our
    operating results may be negatively affected by potential
    development and construction delays and result in increased
    costs and risks, which could diminish the return on your
    investment.
  and/or and/or lease-up
 
  and/or
 
  Failure
    to succeed in new markets or in new property classes may have
    adverse consequences on our performance.
    Acquiring
    or attempting to acquire multiple properties in a single
    transaction may adversely affect our operations.
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If we
    set aside insufficient capital reserves, we may be required to
    defer necessary capital improvements.
    We may
    invest in apartment communities and short-term apartment leases,
    which may expose us to the effects of declining market rent and
    which could adversely impact our ability to make cash
    distributions to our stockholders.
    To the
    extent we invest in apartment communities, we will face
    competition from other apartment communities and the increased
    affordability of single-family homes, which may limit our
    profitability and returns to our stockholders.
      In
    connection with the recent and ongoing global economic concerns,
    to the extent we invest in apartment communities, we may face
    increased competition from single-family homes and condominiums
    for rent, which could limit our ability to retain residents,
    lease apartment units or increase or maintain
    rents.
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Our
    failure to integrate acquired communities and new personnel
    could create inefficiencies and reduce the return of your
    investment.
    If we
    acquire lodging facilities, we will be dependent on the
    third-party managers of those facilities.
      If we
    acquire lodging properties, we may have to make significant
    capital expenditures to maintain them.
    
    cost overruns and delays;
    renovations can be disruptive to operations and can displace
    revenue at the hotels, including revenue lost while rooms under
    renovation are out of service;
    the cost of funding renovations and the possibility that
    financing for these renovations may not be available on
    attractive terms; and
    the risk that the return on our investment in these capital
    improvements will not be what we expect.    General
    economic conditions and discretionary consumer spending may
    affect certain of the properties we acquire and lower the return
    on your investment.
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Discovery
    of previously undetected environmentally hazardous conditions
    may adversely affect our operating results.
        Our
    costs associated with complying with the Americans with
    Disabilities Act may affect cash available for
    distributions.
    and/or
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If we
    invest in apartment communities, we must comply with the Fair
    Housing Amendment Act, which may decrease our cash flow from
    operations.
    If we
    sell properties by providing financing to purchasers, we will
    bear the risk of default by the purchaser.
   Risks
    Associated with Debt Financing  We
    incur mortgage indebtedness and other borrowings, which
    increases our business risks.
  and/or
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If
    mortgage debt is unavailable at reasonable rates, we may not be
    able to refinance our properties, which could reduce the amount
    of cash distributions we can make.
    Lenders
    may require us to enter into restrictive covenants relating to
    our operations, which could limit our ability to make
    distributions to our stockholders.
    Interest-only
    indebtedness may increase our risk of default and ultimately may
    reduce our funds available for distribution to our
    stockholders.
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If we
    enter into financing arrangements involving balloon payment
    obligations, it may adversely affect our ability to make
    distributions.
  and/or
  We
    have broad authority to incur debt, and high debt levels could
    hinder our ability to make distributions and could decrease the
    value of your investment.
   Risks
    Related to Investments in Real Estate-Related
    Securities  Investments
    in real estate-related securities will be subject to specific
    risks relating to the particular issuer of the securities and
    may be subject to the general risks of investing in subordinated
    real estate securities, which may result in losses to
    us.
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We
    expect that a portion of any real estate-related securities
    investments we make will be illiquid, and we may not be able to
    adjust our portfolio in response to changes in economic and
    other conditions.
 
    Interest
    rate and related risks may cause the value of our real
    estate-related securities investments to be
    reduced.
   
  
 
 
  Our
    dependence on the management of other entities in which we
    invest may adversely affect our business.
    Our
    due diligence may not reveal all of a borrowers
    liabilities and may not reveal other weaknesses in its
    business.
    We
    will depend on debtors for our revenue, and, accordingly, our
    revenue and our ability to make distributions to you will be
    dependent upon the success and economic viability of such
    debtors.
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Risks
    Associated with Investments in Mortgage, Bridge and Mezzanine
    Loans  We
    have relatively less experience investing in mortgage, bridge,
    mezzanine or other loans as compared to investing directly in
    real property, which could adversely affect our return on loan
    investments.
    Our
    mortgage, bridge or mezzanine loans will be subject to interest
    rate fluctuations, which could reduce our returns as compared to
    market interest rates and reduce the value of the loans in the
    event we sell them.
    Delays
    in liquidating defaulted mortgage, mezzanine or bridge loans
    could reduce our investment returns.
    The
    mezzanine loans in which we may invest would involve greater
    risks of loss than senior loans secured by income-producing real
    properties.
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Returns
    on our mortgage, bridge or mezzanine loans may be limited by
    regulations.
  and/or
  Foreclosures
    create additional ownership risks that could adversely impact
    our returns on mortgage investments.
    The
    liquidation of our assets may be delayed as a result of our
    investment in mortgage, bridge or mezzanine loans, which could
    delay distributions to our stockholders.
   Federal
    Income Tax Risks  Failure
    to qualify as a REIT would adversely affect our operations and
    our ability to make distributions.
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Our
    investment strategy may cause us to incur penalty taxes, lose
    our REIT status, or own and sell properties through taxable REIT
    subsidiaries, each of which would diminish the return to our
    stockholders.
  i.e.
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Certain
    fees paid to us may affect our REIT status.
    You
    may have current tax liability on distributions you elect to
    reinvest in our common stock.
    If our
    operating partnership fails to maintain its status as a
    partnership, its income may be subject to taxation, which would
    reduce the cash available to us for distribution to our
    stockholders.
    In
    certain circumstances, we may be subject to federal and state
    taxes, which would reduce our cash available for distribution to
    our stockholders.
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Legislative
    or regulatory action could adversely affect the returns to our
    investors.
        Equity
    participation in mortgage, bridge, mezzanine or other loans may
    result in taxable income and gains from these properties that
    could adversely impact our REIT status.
    Our
    investments in debt instruments may cause us to recognize
    phantom income for federal income tax purposes even
    though no cash payments have been received on the debt
    instruments.
  debt-for-debt
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REIT
    distribution requirements could adversely affect our ability to
    execute our business plan.
     
  Complying
    with REIT requirements may force us to forgo and/or liquidate
    otherwise attractive investment opportunities.
 
 
   
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Risks
    Related to Investments by Individual Retirement Accounts (IRAs)
    and Benefit Plans Subject to ERISA  If the
    fiduciary of an employee pension benefit plan subject to ERISA
    (such as profit sharing, Section 401(K) or pension plan) or
    any other retirement plan or account fails to meet the fiduciary
    and other standards under ERISA or the Internal Revenue Code as
    a result of an investment in our stock, you could be subject to
    criminal and civil penalties or jeopardize the qualified status
    of the employee pension benefit plan investing in our
    stock.
    
    your investment is consistent with your fiduciary obligations
    and other under ERISA and the Internal Revenue Code;
    your investment is made in accordance with the documents and
    instruments governing your plan or IRA, including your
    plans or accounts investment policy;
    your investment satisfies the prudence and diversification
    requirements of Sections 404(a)(1)(B) and 404(a)(1)(C) of ERISA;
    your investment satisfies other applicable provisions of ERISA
    and the Internal Revenue Code;
    your investment in our shares, for which there is no public
    trading market exists, is consistent with the liquidity needs of
    the plan or IRA;
    your investment will not produce unrelated business
    taxable income for the plan or IRA (see explanation below);
    you will be able to comply with the requirements under ERISA and
    the Internal Revenue Code to value the assets of the plan or IRA
    annually; and
    your investment will not constitute a prohibited transaction
    under Section 406 of ERISA or Section 4975 of the
    Internal Revenue Code.     63




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CAUTIONARY
    NOTE REGARDING FORWARD-LOOKING STATEMENTS    ESTIMATED
    USE OF PROCEEDS   
   
  and/or
    
    Selling commissions and dealer manager fee, which consist of
    selling commissions of up to 4% of aggregate gross offering
    proceeds (no selling commissions are paid with respect to sales
    under our distribution reinvestment plan), and a dealer manager
    fee equal to 1% of aggregate gross offering 64




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proceeds (no dealer manager fee is paid with respect to sales
    under our distribution reinvestment plan), payable to Plymouth
    Real Estate Capital, an affiliate of our advisor, which
    commissions and fee may be reduced under certain circumstances.
    Plymouth Real Estate Capital may reallow its 4% selling
    commission to other broker-dealers participating in the offering
    of our shares; provided, however, that Plymouth Real Estate
    Capital may reallow, in the aggregate, no more than 0.5% of
    gross offering proceeds for marketing fees and expenses,
    conference fees and non-itemized, non-invoiced due diligence
    efforts, and no more than 0.5% of gross offering proceeds for
    out-of-pocket
    and bona fide, separately invoiced due diligence expenses
    incurred as fees, costs or other expenses from third parties.
    Further, in special cases pursuant to separately negotiated
    agreements and subject to applicable FINRA limitations, Plymouth
    Real Estate Capital may use a portion of the dealer manager fee
    to reimburse certain broker-dealers participating in the
    offering for technology costs and expenses associated with the
    offering and costs and expenses associated with the facilitation
    of the marketing and ownership of our shares by such
    broker-dealers customers. Under the rules of FINRA, total
    underwriting compensation in this offering, including selling
    commissions, the dealer manager fee and the underwriter expense
    reimbursement, may not exceed 10% of our gross offering
    proceeds, except for bona fide due diligence expenses. We will
    limit bona fide due diligence expense reimbursements to 0.5% of
    our gross offering proceeds. See the Plan of
    Distribution beginning on page   .  
    In addition to amounts paid to Plymouth Real Estate Capital for
    selling commissions and the dealer manager fee, with respect to
    our primary offering, we will reimburse our advisor for
    organization and offering expenses that it incurs on our behalf
    (together with selling commissions and the dealer manager fee).
    We will not be required to reimburse our advisor any amounts and
    our advisor will be required to reimburse us to the extent that
    the total amount spent by us on organization and offering
    expenses (together with selling commissions and the dealer
    manager fee) would exceed 15% of the gross proceeds from the
    completed primary offering. Our advisor and its affiliates will
    be responsible for the payment of organization and offering
    expenses related to our primary offering (together with selling
    commissions and the dealer manager fee) to the extent they
    exceed 15% of gross offering proceeds from the primary offering,
    without recourse against or reimbursement by us. Our contractual
    obligation to reimburse our advisor for these organization and
    offering expenses is limited to the extent set forth in the
    following table. We may not amend our advisory agreement to
    increase the amount we are obligated to pay our advisor with
    respect to organization and offering expenses during this
    primary offering.
    Organization and offering expenses (other than selling
    commissions and the dealer manager fee) are defined generally as
    any and all costs and expenses incurred by us in connection with
    our formation, preparing us for this offering, the qualification
    and registration of this offering and the marketing and
    distribution of our shares in this offering, including, but not
    limited to, accounting and legal fees (including our dealer
    managers legal fees), amending the registration statement
    and supplementing the prospectus, printing, mailing and
    distribution costs, filing fees, amounts to reimburse our
    advisor or its affiliates for the salaries of employees and
    other costs in connection with preparing supplemental sales
    literature, telecommunication costs, charges of transfer agents,
    registrars, trustees, escrow holders, depositories and experts,
    the cost of bona fide training and education meetings held by us
    (including the travel, meal and lodging costs of registered
    representatives of broker-dealers), attendance fees and cost
    reimbursement for employees of our advisor and its affiliates to
    attend retail conferences conducted by broker-dealers.
    Acquisition and advisory fees, which are defined generally as
    fees and commissions paid by any party to any person in
    connection with identifying, reviewing, evaluating, investing
    in, and the purchase, development or construction of properties,
    or the making or investing in loans or other real estate-related
    investments. We may pay acquisition and advisory fees of up to
    1.5% of the funds paid
    and/or
    budgeted in respect of the purchase, development, construction
    or improvement of each asset we acquire, including any debt
    attributable to these assets. These fees, if any, will be
    payable to third-parties, including the
    sub-advisors,
    and not to the advisor. 65




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
    We will also pay third parties, or reimburse the advisor or its
    affiliates, for any investment-related expenses due to third
    parties in the case of a completed investment, including, but
    not limited to, legal fees and expenses, travel and
    communications expenses, costs of appraisals, accounting fees
    and expenses, third-party brokerage or finders fees, title
    insurance, premium expenses and other closing costs. In
    addition, to the extent our advisor or its affiliates directly
    provide services formerly provided or usually provided by third
    parties, including without limitation accounting services
    related to the preparation of audits required by the SEC,
    property condition reports, title services, title insurance,
    insurance brokerage or environmental services related to the
    preparation of environmental assessments in connection with a
    completed investment the direct employee costs and burden to our
    advisor of providing these services are acquisition expenses for
    which we reimburse our advisor. In addition, acquisition
    expenses for which we reimburse our advisor include any payments
    made to (i) a prospective seller of an asset, (ii) an
    agent of a prospective seller of an asset, or (iii) a party
    that has the right to control the sale of an asset intended for
    investment by us that are not refundable and that are not
    ultimately applied against the purchase price for such asset.
    Except as described above with respect to services customarily
    or previously provided by third parties, our advisor is
    responsible for paying all of the expenses it incurs associated
    with persons employed by the advisor to the extent dedicated to
    making investments for us, such as wages and benefits of the
    investment personnel. Our advisor is also responsible for paying
    all of the investment-related expenses that we or our advisor
    incurs that are due to third parties or related to the
    additional services provided by our advisor as described above
    with respect to investments we do not make other than certain
    non-refundable payments made in connection with any acquisition.  
 250,000 Shares


32,500,000 SharesMinimum


Primary Offering


Dist. Reinv. PlanOffering


(25,000,000 Shares)


(7,500,000 Shares)($10.00/Share)


($10.00/Share)


($9.50/Share)$


%


$


%


$


%Gross Offering Proceeds


2,500,000



100.00



250,000,000



100.00



71,250,000



100.00Less Public Offering Expenses:Selling Commissions and Dealer Manager Fee


125,000



5.00



12,500,000



5.00



0



0Organization and Offering Expenses(1)


75,000



3.00



7,500,000



3.00



0



0Amount Available for Investment


2,300,000



92.00



230,000,000



92.00



71,250,000



100.00Acquisition and Development Expenses:Acquisition Expenses(2)(3)


14,950



0.65



14,950,000



0.65



0



0Initial Capital Reserve(4)


25,000



1.00



2,500,000



1.00



0



0Amount Estimated to Be Invested(5)2,260,050



90.35



226,005,000



90.35



71,250,000



100.00
%  
  66




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Maximum Primary


Maximum DistributionOffering of


Reinvestment Plan ofShares


SharesAmount


Percent


Amount


PercentGross Offering Proceeds

$
500,000,000



100.0
%

$
142,500,000



100.0
%Less Public Offering Expenses:Selling Commissions and Dealer Manager Fee


25,000,000



5.0
%






Organization and Offering Expenses(1)


10,000,000



2.0
%






Amount Available for Investment

$
465,000,000



93.0
%

$
142,500,000



100.0
%Acquisition and OriginationExpenses:Acquisition Expenses(2)(3)


3,255,000



0.65
%


0



0.0
%Initial Capital Reserve(4)


5,000,000



1.0
%


0



0.0
%Amount Estimated to Be Invested

$
456,745,000



91.35
%

$
142,500,000



100
%     (1)
    
    Our advisor will receive funds to pay such expenses from capital
    contributions from affiliates of our advisor. Organization and
    offering expenses must be reasonable. Any organization and
    offering expenses related to our primary offering (together with
    selling commissions and the dealer manager fee) exceeding 15% of
    gross offering proceeds from the primary offering will be paid
    by the advisor or an affiliate of the advisor and not paid by
    us. Organization and offering expenses will necessarily increase
    as the volume of shares sold in the offering increases, in order
    to pay the increased expenses of qualification and registration
    of the additional shares and the marketing and distribution of
    the additional shares.(2)
    
    For purposes of this table, we have assumed that no debt
    financing is used to acquire properties or other investments.
    However, it is our intent to leverage our investments with debt.
    Our board of directors has adopted a policy to generally limit
    our aggregate borrowings to approximately 65% of the aggregate
    value of our assets once we have ceased raising capital under
    this offering or any subsequent offering and invested
    substantially all of our capital. Until such time as we begin to
    obtain valuations of our assets, the aggregate value of our
    assets shall be their aggregate cost (before deducting
    depreciation or other non-cash reserves).Assuming we sell the maximum amount of $500,000,000 of shares in
    the primary offering and $142,500,000 of shares pursuant to our
    distribution reinvestment plan, we use debt financing equal to
    65% of the aggregate value of our assets, we establish no
    capital reserves and we do not reinvest the proceeds of any
    sales of investments, up to approximately $1.7 billion
    would be available for investment in real estate properties,
    mortgage, bridge or mezzanine loans and other investments (of
    which approximately $1.1 billion would be debt financing).
    Of the $1.7 billion available for investment, up to
    $90 million of this could be used for payment of
    acquisition fees and expenses to third-parties related to the
    selection and acquisition of our investments.(3)
    
    We have also assumed that acquisition and origination expenses
    will be 0.70% of the amount available for investment. We also
    pay third parties, or reimburse the advisor or its affiliates,
    for any investment-related expenses due to third parties in the
    case of a completed investment, including, but not limited to,
    legal fees and expenses, travel and communications expenses,
    costs of appraisals, accounting fees and expenses, third-party
    brokerage or finders fees, title insurance, premium
    expenses and other closing costs.(4)
    
    We do not expect to use more than 1.0% of the gross proceeds
    from our primary offering for working capital reserves. We may
    also use debt proceeds, our cash flow from operations and
    proceeds from our distribution reinvestment plan to meet our
    needs for working capital and to build a moderate level of cash
    reserves. 67




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(5)
    
    Until required in connection with investment in real estate
    properties or real estate-related assets, substantially all of
    the net proceeds of the offering and, thereafter, our working
    capital reserves, may be invested in short-term, highly liquid
    investments, including government obligations, bank certificates
    of deposit, short-term debt obligations and interest-bearing
    accounts or other authorized investments as determined by our
    board of directors. Amount available for investment from the
    primary offering may also include anticipated capital
    improvement expenditures and tenant leasing costs. We expect to
    use substantially all of the proceeds from our distribution
    reinvestment plan to fund redemption under our share redemption
    program.   68




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MANAGEMENT Board of
    Directors  day-to-day
               69




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Selection
    of Our Board of Directors             70




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Committees
    of the Board of Directors   Audit
    Committee    
    our accounting and financial reporting processes;
    the integrity and audits of our financial statements;
    our compliance with legal and regulatory requirements;
    the qualifications and independence of our independent
    auditors; and
    the performance of our internal and independent auditors.  www.plymouthreit.com.
 Compensation
    Committee  www.plymouthreit.com
 Corporate
    Governance Committee  conflict-of-interest
 
   
 71




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www.plymouthreit.com
 Executive
    Officers and Directors    Name*

Age**

PositionsJeffrey E. Witherell


46


Chairman of the Board, Chief Executive Officer and DirectorPendleton White, Jr.


51


President, Chief Investment Officer, Secretary and DirectorDonna Brownell


51


Executive Vice President, Chief Operating Officer, Chief
    Accounting Officer and TreasurerAnne Alger Hayward


59


Senior Vice President and General CounselDavid G. Gaw


59


Independent DirectorRichard J. DeAgazio


66


Independent DirectorPhilip S. Cottone


71


Independent Director     *
    
    The address of each executive officer and director listed is Two
    Liberty Square, 10th Floor, Boston, Massachusetts 02109.**
    
    As of March 1, 2011. 
  Jeffrey E. Witherell
 
 72




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Pendleton White, Jr.
  Donna Brownell
  Anne Alger Hayward,
 73




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David G. Gaw
 
 
  Richard J. DeAgazio
 
 
  Philip S. Cottone
 
 74




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Compensation
    of Directors    
    $1,000 in cash for each board meeting attended (whether in
    person or by teleconference).
    $500 in cash for each committee meeting attended (whether in
    person or by teleconference), except that the chairmen of the
    committees will be paid a $5,000 annual retainer.  out-of-pocket
  Limited
    Liability and Indemnification of Directors, Officers, Employees
    and Other Agents    
    the party seeking exculpation or indemnification has determined,
    in good faith, that the course of conduct that caused the loss
    or liability was in our best interests;
    the party seeking exculpation or indemnification was acting on
    our behalf or performing services for us;
    in the case of an independent director, the liability or loss
    was not the result of gross negligence or willful misconduct by
    the independent director;
    in the case of a non-independent director, Plymouth Real Estate
    Investors or one of its affiliates, the liability or loss was
    not the result of negligence or misconduct by the party seeking
    exculpation or indemnification; and
    the indemnification is recoverable only out of our net assets
    and not from the common stockholders. 75




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
    there has been a successful adjudication on the merits of each
    count involving alleged securities law violations;
    such claims have been dismissed with prejudice on the merits by
    a court of competent jurisdiction; or
    a court of competent jurisdiction approves a settlement of the
    claims against the indemnitee and finds that indemnification of
    the settlement and the related costs should be made, and the
    court considering the request for indemnification has been
    advised of the position of the SEC and of the published position
    of any state securities regulatory authority in which the
    securities were offered as to indemnification for violations of
    securities laws.     The
    Advisor   
   76




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Name

Age

PositionJeffrey E. Witherell


46


Chairman of the Board, Chief Executive Officer and DirectorPendleton White, Jr.


51


President, Chief Investment Officer, Secretary and DirectorDonna Brownell


51


Executive Vice President, Chief Operating Officer, Chief
    Accounting Officer and TreasurerAnne Alger Hayward


59


Senior Vice President and General CounselK. Cory Benson


56


Executive Vice President/AcquisitionsJames M. Connolly


48


Senior Vice President/Asset ManagementAndrew Deery


53


Senior Vice President/Acquisitions    
  K. Cory Benson build-to-suits,
 
   
  James M. Connolly
 
 
  Andrew Deery
 
 77




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##### Table of Contents



The
    Advisory Agreement  day-to-day
   
    finding, presenting and recommending to us real estate property
    and real estate-related investment opportunities consistent with
    our investment policies and objectives;
    structuring the terms and conditions of our investments, sales
    and joint ventures;
    acquiring properties and other investments on our behalf in
    compliance with our investment objectives and policies;
    sourcing and structuring our loan originations;
    arranging for financing and refinancing of properties and our
    other investments;
    entering into leases and service contracts for our properties;
    supervising and evaluating each property managers
    performance;
    reviewing and analyzing the properties operating and
    capital budgets;
    assisting us in obtaining insurance;
    generating an annual budget for us;
    reviewing and analyzing financial information for each of our
    assets and the overall portfolio;
    formulating and overseeing the implementation of strategies for
    the administration, promotion, management, operation,
    maintenance, improvement, financing and refinancing, marketing,
    leasing and disposition of our properties and other investments;
    performing investor-relations services;
    maintaining our accounting and other records and assisting us in
    filing all reports required to be filed with the SEC, the
    Internal Revenue Service and other regulatory agencies;
    engaging and supervising the performance of our agents,
    including our registrar and transfer agent; and
    performing any other services reasonably requested by us. 
   
 78




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Sub-Advisors  sub-advisory sub-advisory and/or
 
 
  sub-advisors sub-advisors sub-advisor. sub-advisors, sub-advisory sub-advisory
 
 79




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##### Table of Contents



sub-advisor sub-advisor sub-advisor
 
   
  TM TM TM TM
 
 
   
 
  
    Identifying, underwriting, and purchasing well-located
    properties in markets located throughout the Central US, 
  
    Creating comprehensive business plans to bring investment
    capital, operational expertise, industry best practices, and
    technology that, when executed and implemented effectively, will
    add value to the properties, and
    Realizing a return on investment commensurate with the risk
    associated with the property acquisitions. 
  and/or
 
 Sub-Advisory
    Agreements  sub-advisory sub-advisory
  
    serve as some of our advisors investment and financial
    advisors and provide relevant market research and economic and
    statistical data in connection with potential investments in
    multi-family or hospitality, leisure and other operationally
    intensive properties, as applicable;
    locate and analyze multi-family or hospitality, leisure and
    other operationally intensive properties, as applicable, for
    potential investment; assist our advisor in structuring the
    terms and conditions of transactions pursuant to which
    investments in multi-family or hospitality, leisure and other
    operationally intensive properties, as applicable, will be made;
    and assist one advisor in arranging for financing and 80




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refinancing of investments in multi-family or hospitality,
    leisure and other operationally intensive properties, as
    applicable;  
    perform due diligence on prospective investments in multi-family
    or hospitality, leisure and other operationally intensive
    properties, as applicable, and create due diligence reports
    summarizing the results of such work;
    prepare reports regarding prospective investments in
    multi-family or hospitality, leisure and other operationally
    intensive properties, as applicable, that include
    recommendations and supporting documentation necessary for our
    advisor to evaluate the proposed investments in multi-family or
    hospitality, leisure and other operationally intensive
    properties, as applicable; and
    obtain reports, where appropriate, concerning the value of
    potential investments in multi-family or hospitality, leisure
    and other operationally intensive properties, as applicable.  sub-advisory
 
  sub-advisory sub-advisor sub-advisory sub-advisory
 
 Initial
    Investment by Our Sponsor     Other
    Affiliates Our
    Sponsor   81




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Name

Age

PositionsJeffrey E. Witherell


46


Chief Executive Officer and ManagerPendleton White, Jr.


51


President and ManagerDonna Brownell


51


Chief Operating Officer, Chief Accounting Officer and ManagerThomas W. Janes


55


Manager    
  Thomas W. Janes
 
 Dealer
    Manager   
    Name

Age

PositionsJeffrey E. Witherell


46


Chief Executive OfficerFrank Chandler


49


PresidentStephen Kraakevik


52


Senior Vice PresidentAntonio Neves


35


Senior Vice President    
  Frank Chandler
 
 82




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two-year
 
  Stephen Kraakevik
 
  Antonio Neves
 Management
    Decisions   
 83




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MANAGEMENT
    COMPENSATION  day-to-day sub-advisors, sub-advisors sub-advisor sub-advisors.
  Estimated Amountfor MinimumType of



Offering/MaximumCompensation

Form of Compensation

Offering(1)Offering StageSelling Commissions(2)

We will pay to Plymouth Real Estate Capital, our dealer manager,
    up to 4% of gross offering proceeds before reallowance of
    selling commissions earned by participating broker-dealers.
    Plymouth Real Estate Capital may reallow up to 100% of selling
    commissions earned to participating broker-dealers. No selling
    commissions are paid for sales under the distribution
    reinvestment plan.

$100,000/$20,000,000Dealer Manager Fee(2)

We will pay to Plymouth Real Estate Capital, our dealer manager,
    up to 1% of gross offering proceeds before reallowance to
    participating broker-dealers. Plymouth Real Estate Capital may
    reallow, in the aggregate, no more than 0.5% of gross offering
    proceeds for marketing fees and expenses, conference fees and
    non-itemized, non-invoiced due diligence efforts and no more
    than 0.5% of gross offering proceeds for out-of-pocket and bona
    fide, separately invoiced due diligence expenses incurred as
    fees, costs or other expenses from third parties. Further, in
    special cases pursuant to separately negotiated agreements and
    subject to applicable Financial Industry Regulatory Authority
    (FINRA) limitations, Plymouth Real Estate Capital may use a
    portion of the dealer manager fee to reimburse certain
    broker-dealers participating in the offering for technology
    costs and expenses associated with the offering and costs and
    expenses associated with the facilitation of the marketing and
    ownership of our shares by such broker-dealers customers.
    No dealer manager fee is paid for sales under the distribution
    reinvestment plan.

$25,000/$5,000,000 84




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Estimated Amountfor MinimumType of



Offering/MaximumCompensation

Form of Compensation

Offering(1)Reimbursement of Other Organization and Offering
    Expenses(3)(4)(5)

To date, our advisor or its affiliates have paid organization
    and offering expenses on our behalf.  We will reimburse our
    advisor and its affiliates for these costs and for future
    reasonable organization and offering costs they may incur on our
    behalf but only to the extent that the reimbursement would not
    cause the selling commissions, the dealer manager fee and all
    other organization and offering expenses borne by us to exceed
    in the aggregate 15% of gross offering proceeds as of the date
    of  the reimbursement.  If we raise the maximum offering amount
    in the primary offering and under the distribution reinvestment
    plan, we expect organization and offering expenses (other than
    selling commissions and the dealer manager fee) to be
    $10,000,000 or 2% of gross offering proceeds.  These
    organization and offering expenses include all expenses (other
    than selling commissions and the dealer manager fee) to be paid
    by us in connection with the offering, including our legal,
    accounting, printing, mailing and filing fees, charges of our
    escrow holder and transfer agent, charges of our advisor for
    administrative services related to the issuance of shares in the
    offering, reimbursement of bona fide due diligence expenses of
    broker-dealers, reimbursement of our advisor for costs in
    connection with preparing supplemental sales materials, the cost
    of bona fide training and education meeting held by us
    (primarily the travel, meal and lodging costs of registered
    representatives of broker-dealers), attendance and sponsorship
    fees and travel, meal and lodging costs for registered person
    associated with our dealer manager and officers and employees of
    our affiliates to attend retail seminars conducted by
    broker-dealers and, in special cases, reimbursement to
    participating broker-dealers for technology costs associated
    with the offering, costs and expenses related  to such
    technology costs, and costs and expenses associated with the
    facilitation of the marketing of our shares by such
    broker-dealers and the ownership of our shares by such
    broker-dealers customers.  We may not amend our advisory
    management agreement to increase the amount we are obligated to
    pay our advisor with respect to organization and offering
    expenses during this primary offering.

$75,000/$10,000,000 85




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Estimated Amountfor MinimumType of



Offering/MaximumCompensation

Form of Compensation

Offering(1)Acquisition and Development Stage 
    Operational StageAsset Management Fee(4)(7)

We will pay Plymouth Real Estate Investors, our advisor, or its
    affiliates, a monthly fee equal to one-twelfth of 1.0% of the
    amount paid or allocated to acquire the investment, inclusive of
    acquisition fees and expenses related thereto and the amount of
    any debt associated with or used to acquire such investment. In
    the case of investments made through joint ventures, the asset
    management fee will be determined based on our proportionate
    share of the underlying investment. With respect to investments
    in loans and any investments other than real property, the asset
    management fee will be a monthly fee calculated, each month, as
    one-twelfth of 1.0% of the lesser of (i) the amount actually
    paid or allocated to acquire or fund the loan or other
    investment, inclusive of acquisition or origination fees and
    expenses related thereto and the amount of any debt associated
    with or used to acquire or fund such investment and (ii) the
    outstanding principal amount of such loan or other investment,
    plus the acquisition or origination fees and expenses related to
    the acquisition or funding of such investment, as of the time of
    calculation. Notwithstanding the foregoing, if a loan or other
    investment in other than real property suffers an impairment or
    reduction in cash flow, such investment may be either excluded
    from the calculation of this fee or included at a reduced value.
    The asset management fee will be reduced as appropriate upon the
    disposition of any investment; however, the asset management fee
    will not be reduced or increased based on changes in the values
    of real property assets.

$90,400/$18,270,000 (assuming of 75% of the cost of our
    investments).Independent Director Compensation(7)

We will pay each of our independent directors an annual retainer
    of $45,000, consisting of $25,000 in cash and $20,000 in
    restricted stock, initially valued as $10.00 per share. We will
    also pay our independent directors for attending meetings as
    follows: (1) $1,000 for each board meeting attended whether in
    person or by teleconference; (2) $500 for each committee meeting
    attended whether in person or by teleconference (except that the
    committee chairmen will be a paid a $5,000 annual retainer). All
    directors will receive reimbursement of reasonable out-of-pocket
    expenses incurred in connection with attendance at meetings of
    the board of directors. No independent director fees or director
    reimbursements are payable unless we raise the minimum offering
    amount of $2,500,000; until we raise the minimum offering
    amount, fees and other amounts payable to our board of directors
    will accrue without interest.

Actual amounts are dependent upon the total number of board and
    committee meetings that each independent director attends; we
    cannot determine these amounts at the present time. 86




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Estimated Amountfor MinimumType of



Offering/MaximumCompensation

Form of Compensation

Offering(1)Common Stock Issuable Upon Occurrence of Certain Events

We will pay to our sponsor, Plymouth Group Real Estate, an
    origination fee equal to 3% of the net proceeds of this primary
    offering paid by us to acquire our investments. This fee will be
    payable quarterly, commencing on September 30, 2011, and will be
    payable in shares of our common stock, which shares will be
    valued at a price equal to the price then payable for shares
    redeemed under our share redemption program, provided such price
    shall not be less than $10.00 per share. The aggregate
    origination fee (aggregating all prior payments) payable to our
    sponsor will not exceed 3% of the net proceeds of our primary
    offering of shares as of the time of such payment. This fee is
    being paid in lieu of any promotional fee otherwise payable to
    our sponsor for organizing our company.

Actual amounts will not exceed 3% of the net proceeds of the
    primary offering ($67,800/$13,700,000).Acquisition and Origination Expenses(6)

We will reimburse Plymouth Real Estate Investors, our advisor,
    or its affiliates, for expenses actually incurred (including
    personnel costs) related to selecting, evaluating and acquiring
    assets on our behalf, regardless of whether we actually acquire
    the related assets. Personnel costs associated with providing
    such services will be determined based on the amount of time
    incurred by the respective employee of our advisor and the
    corresponding payroll and payroll related costs incurred by our
    affiliate. In addition, we also will pay third parties, or
    reimburse our advisor or its affiliates, for any
    investment-related expenses due to third parties, including, but
    not limited to, legal fees and expenses, travel and
    communications expenses, costs of appraisals, accounting fees
    and expenses, third-party brokerage or finders fees, title
    insurance expenses, survey expenses, property inspection
    expenses and other closing costs regardless of whether we
    acquire the related assets. We expect these expenses to be
    approximately 2.0% of the purchase price of each property and
    2.0% of the amount advanced for a loan or other investment. In
    addition, we will reimburse our advisor for the fees payable by
    our advisor to its sub-advisors relating to the acquisition by
    the company of any investments identified by such sub-advisors
    and approved for acquisition by our advisor. The amount of such
    fee, if any, will be up to 1.5% of the purchase price of the
    investment, the maximum dollar amount of which would be
    $19,575,000, assuming leverage of 65% of the cost of our
    investments. In no event will the total of all acquisition fees
    and acquisition expenses payable with respect to a particular
    investment exceed 6.0% of the contract purchase price of each
    property or 6.0% of the amount advanced for a loan or other
    investment.

$180,800/$36,540,000 (assuming leverage of 75% of the cost of
    our investments). 87




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Estimated Amountfor MinimumType of



Offering/MaximumCompensation

Form of Compensation

Offering(1)Disposition Expenses

We will reimburse Plymouth Real Estate Investors, our advisor,
    or its affiliates for expenses actually incurred (including
    personnel costs) related to disposing of our assets. Personnel
    costs associated with providing such services will be determined
    based on the amount of time incurred by the respective employee
    of our advisor and the corresponding payroll and payroll related
    costs incurred by our affiliate. In addition, we also will pay
    third parties, or reimburse the advisor or its affiliates, for
    any disposition related expenses due to third parties,
    including, but not limited to, legal fees and expenses, travel
    and communications expenses, costs of appraisals, accounting
    fees and expenses, third-party brokerage or finders fees, title
    insurance expenses, survey expenses, property inspection
    expenses and other closing costs regardless of whether we
    dispose of the related assets. We expect these expenses to be
    approximately 2.0% of the sale price of each investment. In no
    event will the total of all disposition expenses payable with
    respect to a particular investment exceed 6.0% of the sales
    price of each investment.

Actual amounts cannot be determined at the present time.Property Management Fees

If an affiliate of our advisor, including our
    sub-advisors,
    provides property management services for our properties, we
    will pay fees up to 4.5% of gross revenues from our multitenant
    properties.

Not determinable at this time. Because the fee is based on a
    fixed percentage of gross revenue and/or market rates, there is
    no maximum dollar amount for this fee. 
 88




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Estimated Amountfor MinimumType of



Offering/MaximumCompensation

Form of Compensation

Offering(1)Operating Expenses(7)

We will reimburse Plymouth Real Estate Investors, our advisor,
    for all expenses paid or incurred by our advisor in connection
    with the services provided to us, subject to the limitation that
    we will not reimburse our advisor for any amount by which our
    operating expenses (including the asset management fee),
    commencing upon the earlier to occur of four fiscal quarters
    after (a) we make our first investment or (b) six months after
    the commencement of this offering, exceeds the greater of: (A)
    2% of our average invested assets, or (B) 25% of our net income
    determined without reduction for any additions to reserves for
    depreciation, bad debts or other similar non-cash reserves and
    excluding any gain from the sale of our assets for that period.
    If we have already reimbursed our advisor for such excess
    operating expenses, our advisor will be required to repay such
    amount to us. We will not reimburse our advisor or its
    affiliates for services for which our advisor or its affiliates
    are entitled to compensation in the form of a separate fee other
    than with respect to acquisition services formerly provided or
    usually provided by third parties.

Actual amounts are dependent upon expenses paid or incurred and
    therefore cannot be determined at the present time.Subordinated Payment upon Termination of the Advisory Agreement
    (payable only if we are not engaged in a merger, a liquidation
    of our assets or the listing of our shares on a national
    securities exchange)

If we terminate the advisory agreement for any reason other than
    a material breach by our advisor as a result of willful or
    intentional misconduct or bad faith on behalf of our advisor or
    we fail to offer a renewal to our advisor on substantially
    similar terms as the year prior, or our advisor terminates the
    advisory agreement because of a material breach by us, our
    advisor will be entitled to receive an amount, payable in the
    form of a non-interest-bearing promissory note, equal to 15% of
    the amount by which (i) our adjusted market value plus
    distributions exceeds (ii) the aggregate capital contributed by
    investors plus an amount equal to an 8% cumulative,
    noncompounded return to investors.

Actual amounts are dependent upon the results of our operations,
    we cannot determine these amounts at the present time.  
    (1)
    
    The estimated minimum dollar
    amounts are based on the sale of the minimum of
    250,000 shares to the public and the estimated maximum
    dollar amounts are based on the sale of the maximum of
    65,000,000 shares to the public, including
    15,000,000 shares through our distribution reinvestment
    plan.(2)
    
    All or a portion of the selling
    commissions will not be charged with regard to shares sold to
    certain categories of purchasers. A reduced dealer manager fee
    is payable with respect to certain volume discount sales. See
    Plan of Distribution.(3)
    
    After raising at least $2,500,000
    in gross offering proceeds from persons who are not affiliated
    with us, our sponsors or Plymouth Real Estate Investors, we
    expect to begin incurring some organization and offering
    expenses directly. After the termination of the primary
    offering, Plymouth Real Estate Investors has agreed to reimburse
    us to the extent total selling commissions, the dealer manager
    fee and other organization and offering expenses borne by us
    exceed 15% of the gross proceeds raised in the primary offering.
    Plymouth Real Estate Investors will do the same after
    termination of the offering pursuant to our distribution
    reinvestment plan. 
  (4)
    
    Our advisor in its sole discretion
    may defer the asset management fee payable to it under the
    advisory agreement. All or any portion of such fee not taken may
    be deferred without interest and paid when the advisor
    determines. 
  (5)
    
    Some of the amounts described under
    Other Organization and Offering Expenses will be
    considered underwriting compensation under the rules of FINRA in
    connection with this offering. These amounts include
    (a) the attendance and sponsorship fees payable to
    participating broker-dealers hosting a retail seminar;
    (b) the travel, meal and lodging costs of registered
    persons associated with our dealer manager and officers and
    employees of our affiliates to attend retail seminars;
    (c) the travel, meal and lodging costs of registered
    persons associated with our dealer manager and registered
    representatives of the participating broker-dealers to attend
    bona fide 89




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training and education meetings
    held by us; and (d) reimbursement to participating
    broker-dealers for technology costs associated with the
    offering, costs and expenses related to such technology costs,
    and costs and expenses associated with the facilitation of the
    marketing of our shares by such broker-dealers and the ownership
    of our shares by such broker-dealers customers. See
    Plan of Distribution beginning on
    page    for a discussion of underwriting
    compensation to be paid in connection with this offering.(6)
    
    In addition to acquisition and
    origination fees, we will reimburse Plymouth Real Estate
    Investors for amounts it pays in connection with the selection,
    acquisition or development of a property or acquisition or
    origination of a loan, whether or not we ultimately acquire the
    property or originate the loan. These expenses will be greater
    to the extent we fund acquisitions and origination through
    (a) the incurrence of debt (which we expect to represent
    between     %
    and     % of the cost of our tangible
    assets (before deducting depreciation or other non-cash
    reserves) once we have fully invested the proceeds of this
    offering; (b) retained cash flow from operations;
    (c) issuances of equity in exchange for properties and
    other assets; and (d) proceeds from the sale of shares
    under our distribution reinvestment plan.(7)
    
    Commencing on the earlier of four
    fiscal quarters after (a) we make our first investment or
    (b) six months after commencement of this offering,
    Plymouth Real Estate Investors must reimburse us the amount by
    which our aggregate total operating expenses for the four fiscal
    quarters then ended exceed the greater of 2% of our average
    invested assets or 25% of our net income, unless the corporate
    governance committee has determined that such excess expenses
    were justified based on unusual and non-recurring factors.
    Average invested assets means the average monthly book value of
    our assets during the
    12-month
    period before deducting depreciation, bad debts or other
    non-cash reserves. Total operating expenses means all expenses
    paid or incurred by us, as determined under GAAP, that are in
    any way related to our operation, including advisory fees, but
    excluding (a) the expenses of raising capital such as
    organization and offering expenses, legal, audit, accounting,
    underwriting, brokerage, listing, registration and other fees,
    printing and other such expenses and taxes incurred in
    connection with the issuance, distribution, transfer,
    registration and stock exchange listing of our stock;
    (b) interest payments; (c) taxes; (d) non-cash
    expenditures such as depreciation, amortization and bad debt
    reserves; (e) reasonable incentive fees based on the gain
    on the sale of our assets; and (f) acquisition fees,
    origination fees, acquisition and origination expenses
    (including expenses relating to potential investments that we do
    not close), disposition fees on the sale of real property and
    other expenses connected with the acquisition, origination,
    disposition and ownership of real estate interests, loans or
    other property (other than disposition fees on the sale of
    assets other than real property), such as the costs of
    foreclosure, insurance premiums, legal services, maintenance,
    repair and improvement of property.   STOCK
    OWNERSHIP    Number of Shares


Percent ofName of Beneficial Owner(1)

Beneficially Owned(2)


All SharesPlymouth Group Real Estate LLC(2)


20,000



100
%     (1)
    
    The address of the beneficial owner listed is Two Liberty
    Square, Suite 1000, Boston, Massachusetts 02109.(2)
    
    As of the date of this prospectus, Plymouth Group Real Estate
    LLC owns all of our issued and outstanding stock. Plymouth Group
    Real Estate LLC is indirectly owned and controlled by
    Messrs. Witherell and White and Ms. Brownell. CONFLICTS
    OF INTEREST   90




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Our
    Affiliates Interests in Other Plymouth Real Estate
    Programs General  and/or
 
  sub-advisor
 
     Allocation
    of Investment Opportunities     Joint
    Ventures with Affiliates of our Advisor  and/or
 91




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Joint
    Ventures with our
    Sub-Advisors
    and their Affiliates  sub-advisors, sub-advisor sub-advisor sub-advisor sub-advisor-affiliated sub-advisor-related sub-advisor-related
 Competition
    for Tenants and Others   Allocation
    of Our Affiliates Time  day-to-day and/or
   92




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Receipt
    of Fees and Other Compensation by Plymouth Real Estate Investors
    and its Affiliates    
    the continuation, renewal or enforcement of our agreements with
    Plymouth Real Estate Investors and its affiliates, including the
    advisory agreement and the dealer-manager agreement;
    public offerings of equity by us, which entitle Plymouth Real
    Estate Capital to dealer-manager fees and will likely entitle
    our advisor to increased asset management fees; 
  
    acquisitions of properties and other investments, which entitle
    our advisors to asset management fees based on the cost of the
    investment, and not based on the quality of the investment or
    the quality of the services rendered to us, which may influence
    our advisor to recommend riskier transactions to us
    and/or
    transactions that are not in our best interest and, in the case
    of possible acquisitions of investments from future
    Plymouth-sponsored programs, which might entitle affiliates of
    our advisor to disposition fees and possible subordinated
    incentive fees in connection with its services for the seller; 
  
    borrowings to acquire properties and other investments and to
    originate loans, which borrowings will increase the asset
    management fees payable to our advisor;
    whether and when we seek to list our common stock on a national
    securities exchange, which listing (1) may make it more
    likely for us to become self-managed or internalize our
    management or (2) could entitle our advisor to a
    subordinated incentive listing fee; and
    whether we seek stockholder approval to become self-managed or
    internalize our management, which may entail (1) acquiring
    entities from our sponsor or advisor at a price resulting in
    substantial compensation to them
    and/or
    (2) acquiring assets (such as office space, furnishings and
    technology costs) and negotiating compensation for real estate,
    debt finance, management and accounting professionals at our
    advisor and its affiliates that may result in these individuals
    receiving more compensation from us than they currently receive
    from our advisor and its affiliates. Our
    Boards Loyalties to Plymouth and Possible Future
    Plymouth-Sponsored Programs   
  
    The corporate governance committee of our board must evaluate
    the performance of our advisor with respect to whether our
    advisor is presenting to us our fair share of investment
    opportunities. If our advisor is not presenting a sufficient
    number of investment opportunities to us because it is
    presenting many opportunities to another Plymouth-sponsored
    program or if our advisor is giving preferential treatment to
    another Plymouth-sponsored program in this regard, our corporate
    governance committee may not be well suited to enforce our
    rights under the terms of the advisory agreement or to seek a
    new advisor. 93




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
    We could enter into transactions with other Plymouth-sponsored
    programs, such as property sales, acquisitions or financing
    arrangements. Such transactions might entitle our advisor or its
    affiliates to fees and other compensation from both parties to
    the transaction. For example, acquisitions from other
    Plymouth-sponsored programs might entitle affiliates of our
    advisor to disposition fees and possible subordinated incentive
    fees in connection with its services for the seller in addition
    to acquisition and other fees that we might pay to our advisor
    in connection with such transaction. Decisions of our board or
    the corporate governance committee regarding the terms of those
    transactions may be influenced by the boards or
    committees loyalties to such other Plymouth-sponsored
    programs. 
  
    A decision of the board or the corporate governance committee
    regarding the timing of a debt or equity offering could be
    influenced by concerns that the offering would compete with an
    offering of other Plymouth-sponsored programs.
    A decision of the board or the corporate governance committee
    regarding the timing of property sales could be influenced by
    concerns that the sales would compete with those of other
    Plymouth-sponsored programs.
    A decision of the board or the corporate governance committee
    regarding whether and when we seek to list our common stock on a
    national securities exchange could be influenced by concerns
    that such listing could adversely affect the sales efforts for
    other Plymouth-sponsored programs, depending on the price at
    which our shares trade. Fiduciary
    Duties Owed by Some of Our Affiliates to Our Advisor and Our
    Advisors Affiliates  and/or
  
    Plymouth Real Estate Investors, our advisor;
    Plymouth Real Estate Capital, our dealer manager; and
    Plymouth Group Real Estate, our sponsor.   Affiliated
    Dealer Manager     Certain
    Conflict Resolution Measures Corporate
    governance committee   94




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conflict-of-interest
  
    the continuation, renewal or enforcement of our agreements with
    Plymouth Real Estate Investors and its affiliates, including the
    advisory agreement and the dealer-manager agreement;
    public offerings of securities;
    sales of properties and other investments;
    investments in properties and other assets;
    originations of loans;
    borrowings;
    transactions with affiliates;
    compensation of our officers and directors who are affiliated
    with our advisor;
    whether and when we seek to list our shares of common stock on a
    national securities exchange;
    whether and when we seek to become self-managed, which decision
    could lead to our acquisition of entities affiliated with our
    advisor at a substantial price; and
    whether and when we seek to sell the company or substantially
    all of its assets. 
   
 Other
    Charter Provisions Relating to Conflicts of
    Interest    Advisor Compensation.
  
    the amount of the fees and any other compensation, including
    stock-based compensation, paid to our advisor and its affiliates
    in relation to the size, composition and performance of our
    investments;
    whether the total fees and expenses incurred by us are
    reasonable in light of our investment performance, net assets,
    net income and the fees and expenses of other comparable
    unaffiliated REITs;
    the success of our advisor in generating appropriate investment
    opportunities;
    the rates charged to other companies, including other REITs, by
    advisors performing similar services;
    additional revenues realized by our advisor and its affiliates
    through their relationship with us, including whether we pay
    them or they are paid by others with whom we do business;
    the quality and extent of service and advice furnished by our
    advisor and its affiliates; 95




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
    the performance of our investment portfolio; and
    the quality of our portfolio relative to the investments
    generated by our advisor and its affiliates for their own
    account and for their other clients. 
  one-half one-half
 
        Term of Advisory Agreement.
 96




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Our Acquisitions.
   
  Limitations on Investments in Equity
    Securities.
 
  Mortgage Loans Involving Affiliates.
 97




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Other Transactions Involving Affiliates.
  Limitation on Operating Expenses. 12-month
  Issuance of Options and Warrants to Certain
    Affiliates.
  Repurchase of Our Shares.
  Loans.
 98




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Reports to Stockholders.
  
    financial statements prepared in accordance with GAAP that are
    audited and reported on by independent certified public
    accountants;
    the ratio of the costs of raising capital during the year to the
    capital raised;
    the aggregate amount of advisory fees and the aggregate amount
    of other fees paid to our advisor and any affiliates of our
    advisor by us or third parties doing business with us during the
    year;
    our total operating expenses for the year stated as a percentage
    of our average invested assets and as a percentage of our net
    income;
    a report from the corporate governance committee that our
    policies are in the best interests of our common stockholders
    and the basis for such determination; and
    a separately stated, full disclosure of all material terms,
    factors and circumstances surrounding any and all transactions
    involving us and our advisor, a director or any affiliate
    thereof during the year, which disclosure has been examined and
    commented upon in the report by the corporate governance
    committee with regard to the fairness of such transactions.  Voting of Shares Owned by
    Affiliates.
 
  Ratification of Charter Provisions.
 
 Allocation
    of Investment Opportunities    
    the investment objectives and criteria of each program;
    the cash requirements of each program;
    the effect of the investment on the diversification of each
    programs portfolio by type of investment, risk of
    investment, type of commercial property, geographic location of
    properties, and tenants of properties;
    the policy of each program relating to leverage;
    the anticipated cash flow of the property or asset to be
    acquired;
    the income tax effects of the purchase on each program; 99




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
    the size of the investment; and
    the amount of funds available to each program and the length of
    time such funds have been available for investment.     INVESTMENT
    OBJECTIVES AND CRITERIA  and/or sub-advisor, tenant-in-common
 
 100




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
    to generate income from our investments;
    to preserve, protect and return your capital contribution;
    to realize growth in the value of our investments within five to
    seven years of the termination of this offering;
    to grow net cash from operations such that more cash is
    available for distributions to you; and 
  
    to enable you to realize a return of your investment by
    beginning the process of liquidating and distributing cash to
    you or by listing our shares for trading on a national
    securities exchange within seven years after the termination of
    this offering. 
      
    seek stockholder approval of the liquidation of the
    Company; or 
  
    if a majority of our board of directors (including a majority of
    the members of the corporate governance committee) determines
    that liquidation is not then in the best interests of our
    stockholders, postpone the decision of whether to liquidate the
    Company 
 
   
     101




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Acquisition
    and Investment Policies  sub-advisors, and/or sub-advisor,
 
   
   
  sub-advisors and/or
 
 102




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Sub-Advisors
 
    Investments
    in Real Property
         103




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
    plans and specifications;
    environmental reports;
    surveys;
    evidence of marketable title subject to such liens and
    encumbrances as are acceptable to our advisor;
    auditable financial statements covering recent operations of
    properties having operating histories; and
    title and liability insurance policies (although we will provide
    our insurance coverage at the time we acquire a property);
    zoning compliance reports; and
    property condition reports. 
  sub-market
 
 
   
     104




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Investing
    in and Originating Loans
           105




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
    the ratio of the amount of the investment to the value of the
    property or other assets by which it is secured;
    the propertys potential for capital appreciation;
    expected levels of rental and occupancy rates;
    current and projected cash flow of the property;
    potential for rental increases;
    the degree of liquidity of the investment;
    geographic location of the property;
    the condition and use of the property;
    the propertys income-producing capacity;
    the quality, experience and creditworthiness of the borrower;
    in the case of mezzanine loans, the ability to acquire the
    underlying real estate; and
    general economic conditions in the area where the property is
    located or that otherwise affect the borrower.  loan-to-value
   106




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Investment
    in Other Real Estate-Related Securities
   
 
 Development
    and Construction of Properties     107




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Acquisition
    of Properties from Affiliates  tenant-in-common
     108




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
    The affiliate completes the improvements, which generally will
    include the completion of the development, in accordance with
    the specifications of the contract;
    one or more approved tenants takes possession of the building
    under a lease satisfactory to our advisor; and
    we have sufficient proceeds available for investment at closing
    to pay the balance of the purchase price remaining after payment
    of the earnest money deposit.   Terms of
    Leases and Tenant Creditworthiness       109




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Multifamily
    Properties  and/or lease-up and/or
   Hospitality    and/or sub-advisor,
 Joint
    Venture Investments  tenant-in-common sub-advisors
 110




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Borrowing
    Policies    Form 10-Q
   111




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Disposition
    Policies       112




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
    seek stockholder approval of the liquidation of the
    Company; or
    if a majority of our board of directors (including a majority of
    the members of the corporate governance committee) determines
    that liquidation is not then in the best interests of our
    stockholders, postpone the decision of whether to liquidate the
    Company   Charter-imposed
    Investment Limitations    
    borrow in excess of 75% of the aggregate cost of our tangible
    assets (before deducting depreciation or other non-cash
    reserves), unless approved by a majority of the corporate
    governance committee;
    invest more than 10% of our total assets in unimproved property
    or mortgage loans on unimproved property, which we define as an
    equity interest in real property that was not acquired for the
    purpose of producing rental or other operating income or on
    which there is no development or construction in progress or
    planned to commence within one year;
    make or invest in mortgage loans unless an appraisal is
    available concerning the underlying property, except for those
    mortgage loans insured or guaranteed by a government or
    government agency;
    make or invest in mortgage loans, including construction loans,
    on any one property if the aggregate amount of all mortgage
    loans on such property would exceed an amount equal to 85% of
    the appraised value of such property as determined by appraisal,
    unless substantial justification exists for exceeding such limit
    because of the presence of other underwriting criteria;
    make an investment in a property if the related acquisition fees
    and acquisition expenses are not reasonable or exceed 6% of the
    purchase price of the property or, in the case of a loan,
    acquire or originate a loan if the related origination fees and
    expenses are not reasonable or exceed 6% of the funds advanced,
    provided that in the case of a property or loan, the investment
    may be made if a majority of the board of directors (including a
    majority of the members of the corporate governance committee)
    not otherwise interested in the transaction approves the fees
    and expenses and determines that the transaction is commercially
    competitive, fair and reasonable to us; 113




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
    acquire equity securities unless a majority of our board of
    directors (including a majority of the members of the corporate
    governance committee) not otherwise interested in the
    transaction approves such investment as being fair, competitive
    and commercially reasonable, provided that investments in equity
    securities in publicly traded entities that are otherwise
    approved by a majority of our board of directors (including a
    majority of the members of our corporate governance committee)
    not otherwise interested in the transaction shall be deemed
    fair, competitive and commercially reasonable if we acquire the
    equity securities through a trade that is effected in a
    recognized securities market (when we refer to a publicly traded
    entity, we are referring to any entity having securities listed
    on a national securities exchange or included for quotation on
    an inter-dealer quotation system), and provided further that
    this limitation does not apply to (i) acquisitions effected
    through the purchase of all of the equity securities of an
    existing entity; (ii) the investment in wholly owned
    subsidiaries of ours; or (iii) investments in asset-backed
    securities;
    invest in real estate contracts of sale, otherwise known as land
    sale contracts, unless the contract is in recordable form and is
    appropriately recorded in the chain of title;
    invest in commodities or commodity futures contracts, except for
    futures contracts when used solely for the purpose of hedging in
    connection with our ordinary business of investing in real
    estate assets and mortgages;
    issue equity securities on a deferred payment basis or other
    similar arrangement;
    issue debt securities in the absence of adequate cash flow to
    cover debt service unless the historical debt service coverage
    (in the most recently completed fiscal year), as adjusted for
    known changes, is sufficient to service that higher level of
    debt as determined by the board of directors or a duly
    authorized executive officer;
    issue equity securities that are assessable after we have
    received the consideration for which our board of directors
    authorized their issuance; or
    issue equity securities redeemable solely at the option of the
    holder, which restriction has no effect on our share redemption
    program or the ability of our operating partnership to issue
    redeemable partnership interests.  conflict-of-interest roll-up
 Investment
    Limitations to Avoid Registration as an Investment
    Company  General
    
    we are not engaged primarily, nor do we hold ourselves out as
    being engaged primarily, nor propose to engage primarily, in the
    business of investing, reinvesting or trading in securities,
    which criteria we refer to as the primarily engaged
    test; and
    we are not engaged and do not propose to engage in the business
    of investing, reinvesting, owning, holding or trading in
    securities and do not own or propose to acquire investment
    securities having a value exceeding 40% of the value of
    our total assets on an unconsolidated basis, which criteria we
    refer to as the 40% test. Investment securities
    excludes U.S. government securities and securities of
    majority-owned subsidiaries that are not themselves investment
    companies and are not relying on the exception from the
    definition of investment company under Section 3(c)(1) or
    Section 3(c)(7) (relating to private investment companies). 114




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Real
    Property
    Mortgage
    Loans
   115




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Participations
    
    the note is a participation interest in a mortgage loan that is
    fully secured by real property;
    our subsidiary as note holder has the right to receive its
    proportionate share of the interest and the principal payments
    made on the mortgage loan by the borrower, and our
    subsidiarys returns on the note are based on such payments;
    our subsidiary invests in the note only after performing the
    same type of due diligence and credit underwriting procedures
    that it would perform if it were underwriting the underlying
    mortgage loan;
    our subsidiary as note holder has approval rights in connection
    with any material decisions pertaining to the administration and
    servicing of the mortgage loan and with respect to any material
    modification to the mortgage loan agreements; and
    in the event that the mortgage loan becomes non-performing, our
    subsidiary as note holder has effective control over the
    remedies relating to the enforcement of the mortgage loan,
    including ultimate control of the foreclosure process, by having
    the right to: (a) appoint the special servicer to manage
    the resolution of the loan; (b) advise, direct or approve
    the actions of the special servicer; (c) terminate the
    special servicer at any time without cause; (d) cure the
    default so that the mortgage loan is no longer non-performing;
    and (e) with respect to a junior note, purchase the senior
    note at par plus accrued interest, thereby acquiring the entire
    mortgage loan.    Mezzanine
    Loans
    
    the loan is made specifically and exclusively for the financing
    of real estate;
    the loan is underwritten based on the same considerations as a
    second mortgage and after our subsidiary performs a hands-on
    analysis of the property being financed;
    our subsidiary as lender exercises ongoing control rights over
    the management of the underlying property;
    our subsidiary as lender has the right to readily cure defaults
    or purchase the mortgage loan in the event of a default on the
    mortgage loan;
    the true measure of the collateral securing the loan is the
    property being financed and any incidental assets related to the
    ownership of the property; and
    our subsidiary as lender has the right to foreclose on the
    collateral and through its ownership of the property-owning
    entity become the owner of the underlying property.  Other
    Real Estate-Related Loans
   116




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Joint
    Venture Interests
    
    If we own less than a majority of the voting securities of the
    entity, then we treat the value of our interest in the entity as
    real estate-related assets if the entity engages in the real
    estate business, such as a REIT relying on
    Section 3(c)(5)(C), and otherwise as miscellaneous assets.
    If we own a majority of the voting securities of the entity,
    then we allocate the value of our interest in the entity among
    qualifying assets, real estate-related assets and miscellaneous
    assets in proportion to the entitys ownership of
    qualifying assets, real estate-related assets and miscellaneous
    assets.
    If we are the general partner or managing member of a entity,
    then (i) we treat the value of our interest in the entity
    as in item 2 above if we are actively involved in the
    management and operation of the venture and our consent is
    required for all major decisions affecting the venture and
    (ii) we treat the value of our interest in the entity as in
    item 1 above if we are not actively involved in the
    management and operation of the venture or our consent is not
    required for all major decisions affecting the venture.  Absence
    of No-Action Relief
    Change in
    Investment Objectives and Limitations   117




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PRIOR
    PERFORMANCE SUMMARY Prior
    Investment Programs  The information presented in this section represents the
    historical experience of certain real estate programs sponsored
    by affiliates of Plymouth Group Real Estate, our sponsor.
    Investors in this offering should not assume that they will
    experience returns, if any, comparable to those experienced by
    investors in any of the prior programs sponsored by such persons
    or entities. Investors who purchase our shares will not acquire
    any ownership interest in any of the other such sponsored
    programs discussed in this section.
    sub-advisor
 Private
    Programs    Haley
    Associates Limited Partnership Private Programs
   118




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Haley
    Communities Limited Partnership and No. 1 Private
    Program
           119




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MANAGEMENTS
    DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS General  and/or sub-advisors,
 
   
  day-to-day
 
   120




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Liquidity
    and Capital Resources   
   
   
   121




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Results
    of Operations   
 Market
    Outlook  Real Estate and Real Estate Finance
    Markets  The following discussion is based on managements
    beliefs, observations and expectations with respect to the real
    estate and real estate finance markets.
         122




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and/or
  Critical
    Accounting Policies   Revenue
    Recognition   123




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
    whether the lease stipulates how a tenant improvement allowance
    may be spent;
    whether the amount of a tenant improvement allowance is in
    excess of market rates;
    whether the tenant or landlord retains legal title to the
    improvements at the end of the lease term;
    whether the tenant improvements are unique to the tenant or
    general-purpose in nature; and
    whether the tenant improvements are expected to have any
    residual value at the end of the lease.             124




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Real
    Estate  Depreciation and Amortization.
  Buildings

25-40 yearsBuilding improvements

10-25 yearsTenant improvements

Shorter of lease term or expected useful lifeTenant origination and absorption costs

Remaining term of related lease   Real Estate Acquisition Valuation.
  lease-up.
  e.g. and/or
    lease-up lease-up
    lease-up
 125




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Impairment
    of Real Estate and Related Intangible Assets and
    Liabilities   Real
    Estate Loans Receivable        and/or and/or
   126




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Fair
    Value Measurements  e.g.
  
    Level 1:  unadjusted quoted prices in
    active markets that are accessible at the measurement date for
    identical assets or liabilities;
    Level 2:  quoted prices for similar
    instruments in active markets, quoted prices for identical or
    similar instruments in markets that are not active, and
    model-derived valuations in which significant inputs and
    significant value drivers are observable in active
    markets; and
    Level 3:  prices or valuation techniques
    where little or no market data is available that requires inputs
    that are both significant to the fair value measurement and
    unobservable.      principal-to-principal
   127




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Income
    Taxes   Derivative
    Instruments  and/or
   Consolidations   128




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FEDERAL
    INCOME TAX CONSIDERATIONS    
    financial institutions;
    insurance companies;
    broker-dealers;
    regulated investment companies;
    partnerships and trusts;
    persons who hold our stock on behalf of other persons as
    nominees;
    persons who receive our stock through the exercise of employee
    stock options (if we ever have employees) or otherwise as
    compensation;
    persons holding our stock as part of a straddle,
    hedge, conversion transaction,
    constructive ownership transaction, synthetic
    security or other integrated investment;
    S corporations;    
    tax-exempt organizations; and
    foreign investors.     129




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Taxation
    of Plymouth Opportunity REIT       Taxation
    of REITs in General       130




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
    We will be taxed at regular corporate rates on any undistributed
    taxable income, including undistributed net capital gains.
    We may be subject to the alternative minimum tax on
    our items of tax preference, including any deductions of net
    operating losses.
    If we have net income from prohibited transactions, which are,
    in general, sales or other dispositions of inventory or property
    held primarily for sale to customers in the ordinary course of
    business, other than foreclosure property, such income will be
    subject to a 100% tax. See  Prohibited
    Transactions and  Foreclosure
    Property below.
    If we elect to treat property that we acquire in connection with
    a foreclosure of a mortgage loan or certain leasehold
    terminations as foreclosure property, we may thereby
    avoid the 100% tax on gain from a resale of that property (if
    the sale would otherwise constitute a prohibited transaction),
    but the income from the sale or operation of the property may be
    subject to corporate income tax at the highest applicable rate
    (currently 35%).
    If we derive excess inclusion income from an
    interest in certain mortgage loan securitization structures
    (i.e., a taxable mortgage pool or a residual interest in
    a real estate mortgage investment conduit, or REMIC), we could
    be subject to corporate level federal income tax at a 35% rate
    to the extent that such income is allocable to specified types
    of tax-exempt stockholders known as disqualified
    organizations that are not subject to unrelated business
    income tax. See  Taxable Mortgage Pools and
    Excess Inclusion Income below.
    If we should fail to satisfy the 75% gross income test or the
    95% gross income test, as discussed below, but nonetheless
    maintain our qualification as a REIT because we satisfy other
    requirements, we will be subject to a 100% tax on an amount
    based on the magnitude of the failure, as adjusted to reflect
    the profit margin associated with our gross income.
    If we should violate the asset tests (other than certain de
    minimis violations) or other requirements applicable to REITs,
    as described below, and yet maintain our qualification as a REIT
    because there is reasonable cause for the failure and other
    applicable requirements are met, we may be subject to an excise
    tax. In that case, the amount of the excise tax will be at least
    $50,000 per failure, and, in the case of certain asset test
    failures, will be determined as the amount of net income
    generated by the assets in question multiplied by the highest
    corporate tax rate (currently 35%) if that amount exceeds
    $50,000 per failure.
    If we should fail to distribute during each calendar year at
    least the sum of (a) 85% of our REIT ordinary income for
    such year, or be deemed to distribute; (b) 95% of our REIT
    capital gain net income for such year; and (c) any
    undistributed taxable income from prior periods, we would be
    subject to a nondeductible 4% excise tax on the excess of the
    required distribution over the sum of (i) the amounts that
    we actually distributed or were deemed to distribute; and
    (ii) the amounts we retained and upon which we paid income
    tax at the corporate level.
    We may be required to pay monetary penalties to the Internal
    Revenue Service in certain circumstances, including if we fail
    to meet record keeping requirements intended to monitor our
    compliance with rules relating to the composition of a
    REITs stockholders, as described below in
     Requirements for Qualification 
    General.
    A 100% tax may be imposed on transactions between us and a TRS
    (as described below) that do not reflect arms-length terms. 131




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
    If we acquire appreciated assets from a corporation that is not
    a REIT (i.e., a corporation taxable under subchapter C of
    the Internal Revenue Code) in a transaction in which the
    adjusted tax basis of the assets in our hands is determined by
    reference to the adjusted tax basis of the assets in the hands
    of the subchapter C corporation, we may be subject to tax on
    such appreciation at the highest corporate income tax rate then
    applicable if we subsequently recognize gain on a disposition of
    any such assets during the ten-year period following their
    acquisition from the subchapter C corporation.
    The earnings of our TRSs are subject to federal corporate income
    tax.   Requirements
    for Qualification  General                      i.e.
 132




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Effect
    of Subsidiary Entities  Ownership of Partnership Interests.
  Disregarded Subsidiaries.
    Taxable Corporate Subsidiaries.
 133




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Income
    Tests  i.e.
 
   134




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2003-65,
 
 
 
   
   135




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and/or
   Asset
    Tests   
     136




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137




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2003-65
     Annual
    Distribution Requirements             138




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
    residual interests in REMICs or taxable mortgage
    pools; 
  
    loans held as assets that are issued at a discount and require
    the accrual of taxable economic interest in advance of receipt
    in cash; and 
  
    loans on which the borrower is permitted to defer cash payments
    of interest, and distressed loans on which we may be required to
    accrue taxable interest income even though the borrower is
    unable to make current servicing payments in cash.     Failure
    to Qualify     139




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Prohibited
    Transactions   Foreclosure
    Property   Derivatives
    and Hedging Transactions  and/or
 140




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Taxable
    Mortgage Pools and Excess Inclusion Income    
    substantially all of its assets consist of debt obligations or
    interests in debt obligations;
    more than 50% of those debt obligations are real estate
    mortgages or interests in real estate mortgages as of specified
    testing dates;
    the entity has issued debt obligations (liabilities) that have
    two or more maturities; and
    the payments required to be made by the entity on its debt
    obligations (liabilities) bear a relationship to the
    payments to be received by the entity on the debt obligations
    that it holds as assets.        
    cannot be offset by any net operating losses otherwise available
    to the stockholder;
    is subject to tax as unrelated business taxable income in the
    hands of most types of stockholders that are otherwise generally
    exempt from federal income tax; and
    results in the application of U.S. federal income tax
    withholding at the maximum rate (30%), without reduction for any
    otherwise applicable income tax treaty or other exemption, to
    the extent allocable to most types of foreign stockholders.   141




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Taxation
    of Stockholders Taxation
    of Taxable Domestic Stockholders  Distributions. i.e.
  
    income retained by the REIT in the prior taxable year on which
    the REIT was subject to corporate level income tax (less the
    amount of tax);
    distributions received by the REIT from TRSs or other taxable C
    corporations; or
    income in the prior taxable year from the sales of
    built-in gain property acquired by the REIT from C
    corporations in carryover basis transactions (less the amount of
    corporate tax on such income).     142




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Dispositions of Our Stock.
    Passive Activity Losses and Investment Interest
    Limitations.
  New Legislation.
 143




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Taxation
    of Foreign Stockholders  non-U.S. holders. non-U.S. holder
  
    a citizen or resident of the United States;
    a corporation (or entity treated as a corporation for
    U.S. federal income tax purposes) created or organized in
    the United States or under the laws of the United States, or of
    any state thereof, or the District of Columbia;
    an estate, the income of which is includable in gross income for
    U.S. federal income tax purposes regardless of its
    source; or
    a trust if a United States court is able to exercise primary
    supervision over the administration of such trust and one or
    more United States fiduciaries have the authority to control all
    substantial decisions of the trust.      Ordinary Dividends. non-U.S. holders non-U.S. holder, non-U.S. holder
  non-U.S. holders non-U.S. holders non-U.S. holders non-U.S. holder non-U.S. holder. non-U.S. holder
  Non-Dividend Distributions. non-U.S. holder e.g.
 144




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Capital Gain Distributions. non-U.S. holder, non-U.S. holder non-U.S. holder non-U.S. holder non-U.S. holders non-U.S. holder non-U.S. holder
  non-U.S. holder
  Dispositions of Our Stock. non-U.S. holder
  non-U.S. holders non-U.S. holders non-U.S. holder
  non-U.S. holder
 145




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non-U.S. holder non-U.S. holders non-U.S. holder, non-U.S. holder non-U.S. holder non-U.S. holder non-U.S. holder 30-day
  Estate Tax.
  New Legislation Relating to Foreign
    Accounts. non-U.S. entities. non-United
 Taxation
    of Tax-Exempt Stockholders  i.e.
   146




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Backup
    Withholding and Information Reporting    non-U.S. stockholder non-U.S. stockholder non-U.S. stockholder
  non-U.S. stockholder non-U.S. stockholder
 147




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Tax
    Aspects of Our Operating Partnership    Classification
    as a Partnership
         148




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Income
    Taxation of the Operating Partnership and Its
    Partners
  Partners, Not a Partnership, Subject to Tax.
  Partnership Allocations.
  Tax Allocations with Respect to Contributed
    Properties.
   149




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Basis in Operating Partnership Interest.
    Depreciation Deductions Available to the Operating
    Partnership. 40-year
  Sale of the Operating Partnerships
    Property.
   Other Tax
    Considerations Legislative
    or Other Actions Affecting REITs   150




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State,
    Local and Foreign Taxes   ERISA
    CONSIDERATIONS      
    whether the investment is consistent with the applicable
    provisions of ERISA and the Internal Revenue Code;
    whether, under the facts and circumstances pertaining to the
    benefit plan in question, the fiduciarys responsibility to
    the plan has been satisfied;
    whether the investment will produce an unacceptable amount of
    unrelated business taxable income, or UBTI, to the
    benefit plan (see Federal Income Tax
    Considerations  Taxation of Stockholders 
    Taxation of Tax-Exempt Stockholders); and
    the need to value the assets of the benefit plan annually.    
    to act solely in the interest of plan participants and
    beneficiaries and for the exclusive purpose of providing
    benefits to them, as well as defraying reasonable expenses of
    plan administration;
    to invest plan assets prudently;
    to diversify the investments of the plan, unless it is clearly
    prudent not to do so;
    to ensure sufficient liquidity for the plan;
    to ensure that plan investments are made in accordance with plan
    documents; and
    to consider whether an investment would constitute or give rise
    to a prohibited transaction under ERISA or the Internal Revenue
    Code.   151




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Prohibited
    Transactions  parties-in-interest party-in-interest party-in-interest
 Plan
    Asset Considerations         152




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Exception for Publicly-Offered
    Securities.
  
    sold as part of a public offering registered under the
    Securities Act and be part of a class of securities registered
    under the Exchange Act, within a specified time period;
    part of a class of securities that is owned by 100 or more
    persons who are independent of the issuer and one
    another; and
    freely transferable.      
    any restriction on, or prohibition against, any transfer or
    assignment that would either result in a termination or
    reclassification of the entity for federal or state tax purposes
    or that would violate any state or federal statute, regulation,
    court order, judicial decree or rule of law;
    any requirement that not less than a minimum number of shares or
    units of such security be transferred or assigned by any
    investor, provided that such requirement does not prevent
    transfer of all of the then remaining shares or units held by an
    investor;
    any prohibition against transfer or assignment of such security
    or rights in respect thereof to an ineligible or unsuitable
    investor; and
    any requirement that reasonable transfer or administrative fees
    be paid in connection with a transfer or assignment.   153




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Exception for Insignificant Participation by Benefit Plan
    Investors.
  Exception for Operating Companies.
 Other
    Prohibited Transactions   Annual
    Valuation   154




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
    the estimated values may not be realized by us or by you upon
    liquidation (in part because estimated values do not necessarily
    indicate the price at which assets could be sold and because the
    estimates may not take into account the expenses of selling our
    assets);
    you may not realize these values if you were to attempt to sell
    your shares because there is not expected to be an active
    trading market for the shares; and
    the estimated values, or the method used to establish values,
    may not be sufficient to enable an ERISA fiduciary or an IRA
    custodian to comply with the ERISA or IRA requirements described
    above. The Department of Labor or the Internal Revenue Service
    may determine that a plan fiduciary or an IRA custodian is
    required to take further steps to determine the value of our
    shares.   155




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DESCRIPTION
    OF SHARES   Common
    Stock        

Regular mail:

Plymouth Real Estate Investors
    Two Liberty Square,
    10th

    Floor
    Boston, Massachusetts 02109

Overnight mail:

Plymouth Real Estate Investors
    Two Liberty Square,
    10th

    Floor
    Boston, Massachusetts 02109

Telephone:

(617) 340-3814    Preferred
    Stock   
 156




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Meetings
    and Special Voting Requirements   
    
    amend the charter to adversely affect the rights, preferences
    and privileges of the common stockholders;
    amend charter provisions relating to director qualifications,
    fiduciary duties, liability and indemnification, conflicts of
    interest, investment policies or investment restrictions;
    cause our liquidation or dissolution after our initial
    investment;
    sell all or substantially all of our assets other than in the
    ordinary course of business; or
    cause our merger or reorganization.   Advance
    Notice for Stockholder Nominations for Directors and Proposals
    of New Business   157




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Restriction
    on Ownership of Shares Ownership
    Limit  12-month
        e.g.
   158




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Suitability
    Standards and Minimum Purchase Requirements  i.e.
 Distributions     159




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sub-advisors
 
 
   
       Inspection
    of Books and Records   160




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and/or
 Business
    Combinations         Control
    Share Acquisitions   161




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
    one-tenth or more but less than one-third;
    one-third or more but less than a majority; or
    a majority or more of all voting power.             Subtitle
    8    
    a classified board,
    a two-thirds vote requirement for removing a director,
    a requirement that the number of directors be fixed only by vote
    of the directors,
    a requirement that a vacancy on the board be filled only by the
    remaining directors and for the remainder of the full term of
    the directorship in which the vacancy occurred, and
    a majority requirement for the calling of a special meeting of
    stockholders.   162




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Tender
    Offers by Stockholders      
    Specific disclosure to stockholders focusing on the terms of the
    offer and information about the bidder;
    The ability to allow stockholders to withdraw tendered shares
    while the offer remains open;
    The right to have tendered shares accepted on a pro rata basis
    throughout the term of the offer if the offer is for less than
    all of our shares; and
    That all stockholders of the subject class of shares be treated
    equally.   Distribution
    Reinvestment Plan  Appendix B
 Eligibility    Appendix A
 Election
    to Participate   163




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Stock
    Purchases     Account
    Statements    
    each distribution reinvested for your account during the period;
    the date of the reinvestment;
    the number and price of the shares purchased by you; and
    the total number of shares in your account.   Fees
    and Commissions and Use of Proceeds    
    the repurchase of shares under our share redemption program;
    capital expenditures, tenant improvement costs and leasing costs
    related to our investments in real estate properties;
    reserves required by any financings of our investments;
    funding obligations under any real estate loans receivable we
    acquire;
    the acquisition or origination of assets, which would include
    payment of acquisition fees or origination fees to our advisor
    (see Management Compensation beginning on
    page   ); and
    the repayment of debt. 164




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Voting   Tax
    Consequences of Participation   Termination
    of Participation   Amendment
    or Termination of Plan  Form 8-K
 Share
    Redemption Program    
    The lower of $9.25 or 92.5% of the price paid to acquire the
    shares from us for stockholders who have held their shares for
    at least one year; 165




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
    The lower of $9.50 or 95.0% of the price paid to acquire the
    shares from us for stockholders who have held their shares for
    at least two years;
    The lower of $9.75 or 97.5% of the price paid to acquire the
    shares from us for stockholders who have held their shares for
    at least three years; and
    The lower of $10.00 or 100% of the price paid to acquire the
    shares from us for stockholders who have held their shares for
    at least four years.  Form 8-K, http://www.sec.gov).
    
    Unless the shares are being redeemed in connection with a
    stockholders death, qualifying disability or
    determination of incompetence, we may not redeem
    shares unless a stockholder has held the shares for one year.
    During any calendar year, our share redemption program limits
    the number of shares we may redeem to those that we could
    purchase with the amount of the net proceeds from the sale of
    shares under our distribution reinvestment plan during the prior
    calendar year.
    During any calendar year, we may redeem no more than 5% of the
    weighted-average number of shares outstanding during the prior
    calendar year.
    We have no obligation to redeem shares if the redemption would
    violate the restrictions on distributions under Maryland law,
    which prohibits distributions that would cause a corporation to
    fail to meet statutory tests of solvency.   166




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
    there is no one-year holding requirement;
    until we establish an estimated value per share, which we
    currently expect to be after the completion of our offering
    stage (as described above), the redemption price is the amount
    paid to acquire the shares from us; and
    once we have established an estimated value per share, the
    redemption price would be the estimated value of the shares, as
    determined by our advisor or another firm chosen for that
    purpose.  i.e.
      
    disabilities occurring after the legal retirement age; and
    disabilities that do not render a worker incapable of performing
    substantial gainful activity. 167




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Form 8-K
      

Regular mail:

Plymouth Opportunity REIT, Inc. c/o

Plymouth Real Estate Investors
    Two Liberty Square,
    10th

    Floor
    Boston, Massachusetts 02109

Overnight mail:

Plymouth Opportunity REIT, Inc. c/o

Plymouth Real Estate Investors
    Two Liberty Square,
    10th

    Floor
    Boston, Massachusetts 02109   (617) 340-3814.
 Registrar
    and Transfer Agent     Restrictions
    on Roll-Up
    Transactions  Roll-up Roll-up Roll-up
  
    a transaction involving our securities that have been for at
    least 12 months listed on a national securities exchange or
    traded through the National Association of Securities Dealers
    Automated Quotation National Market System; or 168




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
    a transaction involving only our conversion into a trust or
    association if, as a consequence of the transaction, there will
    be no significant adverse change in the voting rights of our
    common stockholders, the term of our existence, the compensation
    to our advisor or our investment objectives. 
  Roll-up Roll-up Roll-Up 12-month Roll-up
 
  Roll-up Roll-up
  Roll-up Roll-up
        Roll-up
  
    that would result in our common stockholders having democracy
    rights in a
    Roll-up
    Entity that are less than those provided in our charter and
    bylaws with respect to the election and removal of directors and
    the other voting rights of our common stockholders, annual
    reports, annual and special meetings of common stockholders, the
    amendment of our charter and our dissolution;
    that includes provisions that would operate to materially impede
    or frustrate the accumulation of shares by any purchaser of the
    securities of the
    Roll-up
    Entity, except to the minimum extent necessary to preserve the
    tax status of the
    Roll-up
    Entity, or that would limit the ability of an investor to
    exercise the voting rights of its securities of the
    Roll-up
    Entity on the basis of the number of shares of common stock that
    such investor had held in us;
    in which investors rights of access to the records of the
    Roll-up
    Entity would be less than those provided in our charter and
    described in the section of this prospectus entitled
    Description of Shares  Meetings and Special
    Voting Requirements; or
    in which any of the costs of the
    Roll-up
    Transaction would be borne by us if the
    Roll-up
    Transaction would not be approved by our common stockholders. THE
    OPERATING PARTNERSHIP AGREEMENT General   169




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i.e.
 
   Capital
    Contributions   
 Operations   170




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Distributions
 
 
   
 
  
    First, to us until we have received aggregate distributions with
    respect to the current fiscal year equal to the minimum amount
    necessary for us to distribute to our stockholders to enable us
    to maintain our status as a REIT (and avoid the imposition of
    federal income and excise taxes) under the Internal Revenue Code
    with respect to such fiscal year; 
 
  
    Next, to the limited partners until our limited partners have
    received aggregate distributions equal to the amount that would
    have been distributed to them with respect to all prior fiscal
    years had each limited partner held a number of our common
    shares equal to the number of Plymouth Opportunity OP units that
    it holds; 
 
  
    Next, after the establishment of reasonable cash reserves for
    our expenses and obligations of Plymouth Opportunity OP, to us
    and to the limited partners until each partner has received
    aggregate distributions with respect to the current fiscal year
    and all fiscal years had each limited partner held a number of
    common shares equal to the number of Plymouth Opportunity OP
    units that it holds; and 
 
  
    Finally, to us and the limited partners in accordance with the
    partners percentage interests in Plymouth Opportunity OP. 
 
   
 
   
    
    all expenses relating to the formation and continuity of our
    existence;
    all expenses relating to the public offering and registration of
    securities by us;
    all expenses associated with the preparation and filing of any
    periodic reports by us under federal, state or local laws or
    regulations;
    all expenses associated with compliance by us with applicable
    laws, rules and regulations; 
  
    all costs and expenses relating to any issuance or redemption of
    partnership interests or shares of our common stock; 
 
  
    all costs and expenses relating to any 401(k) plan, incentive
    plan, bonus plan or other plan providing for compensation for
    our employees; and 
  
    all our other operating or administrative costs incurred in the
    ordinary course of our business on behalf of Plymouth
    Opportunity OP. 171




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Exchange
    Rights  one-for-one
 
 
   
   Transferability
    of Interests  majority-in-interest
 
 172




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PLAN OF
    DISTRIBUTION General       Plymouth
    Real Estate Capital   Compensation
    of Dealer Manager and Participating Broker-Dealers  out-of-pocket
   173




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##### Table of Contents



Dealer
    Manager and
    Participating Broker-Dealer Compensation
  
 Selling commissions (maximum)

$
20,000,000Dealer manager fee (maximum)(1)


5,000,000Expense reimbursements for retail conferences and industry
    conferences(2)(3)


250,000
(4)Expense reimbursement for bona fide training and education
    meetings held by us(3)(5)


250,000
(4)Legal fees allocable to the dealer manager(3)


100,000
(4)Promotional items(3)


100,000
(4)Total

$
25,700,000  
    (1)
    
    Although Plymouth Real Estate Capital does not currently intend
    to do so, it may use a portion of the dealer manager fee to
    provide non-cash incentives for registered representatives of
    participating broker  dealers and registered persons
    associated with Plymouth Real Estate Capital that in no event
    will exceed the limits set forth in FINRA Rule 2310(c)(2).
    Such non-cash incentives may include (a) a de minimis
    amount of gifts (currently $100 per person annually) and
    (b) the payment or reimbursement of costs for an occasional
    meal or ticket to a sporting event or the theater or comparable
    entertainment which is neither so frequent nor so extensive as
    to raise any question of propriety and is not preconditioned on
    achievement of a sales target. Such meals, sporting events,
    theater or comparable entertainment events may be held in
    connection with retail conferences or other meetings between
    registered representatives of participating broker-dealers and
    registered persons associated with Plymouth Real Estate Capital.(2)
    
    These fees consist of reimbursements for attendance and
    sponsorship fees payable to participating broker-dealers hosting
    a retail seminar and travel, meals and lodging costs incurred by
    registered persons associated with Plymouth Real Estate Capital
    to attend retail conferences sponsored by participating
    broker-dealers, other meetings with participating broker-dealers
    and industry conferences.(3)
    
    Subject to the cap on organization and offering expenses
    described below, we will reimburse Plymouth Real Estate Capital
    or its affiliates for these expenses. In some cases, these
    payments will serve to reimburse Plymouth Real Estate Capital
    for amounts it has paid to participating broker-dealers for the
    items noted.(4)
    
    Amounts shown are estimates.(5)
    
    These fees consist of expense reimbursements for actual costs
    incurred in connection with attending bona fide training and
    education meetings hosted by us. The expenses consist of
    (a) the travel, meals and lodging of
    (1) representatives of participating broker-dealers and
    (2) registered persons associated with 174




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##### Table of Contents



Plymouth Real Estate Capital and (b) reimbursement of the
    portion of a dual employees salary paid by Plymouth Real
    Estate Capital attributable to time spent planning and
    coordinating bona fide training and education meetings on our
    behalf.       Volume
    Discounts    Sales

DealerCommissions

Manager Fee

Price per(Based on $10.00

(Based on $10.00

Share toDollar Volume Shares Purchased

Price per Share)

Price per Share)

Investor$
0


to

$
99,999



4
%


1
%

$
10.00$
100,000


to

$
249,999



3
%


1
%

$
9.90$
250,000


to

$
999,999



2
%


1
%

$
9.80$
1,000,000


to

$
4,999,999



1
%


1
%

$
9.70$
5,000,000


and above






0
%


1
%

$
9.60     and/or
    
    an individual, his or her spouse, their children under the age
    of 21 and all pension or trust funds established by each such
    individual; 175




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##### Table of Contents




    a corporation, partnership, association, joint-stock company,
    trust fund or any organized group of persons, whether
    incorporated or not;
    an employees trust, pension, profit-sharing or other
    employee benefit plan qualified under Section 401(a) of the
    Internal Revenue Code; and
    all commingled trust funds maintained by a given bank.        
    there can be no variance in the net proceeds to us from the sale
    of the shares to different purchasers of the same offering;
    all purchasers of the shares must be informed of the
    availability of quantity discounts;
    the same volume discounts must be allowed to all purchasers of
    shares that are part of the offering;
    the minimum amount of shares as to which volume discounts are
    allowed cannot be less than $10,000;
    the variance in the price of the shares must result solely from
    a different range of commissions, and all discounts allowed must
    be based on a uniform scale of commissions; and
    no discounts are allowed to any group of purchasers.       Subscription
    Procedures   176




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##### Table of Contents



Appendix A
 
   
   
    
    the amount invested for your account during the period;
    the date of the investment;
    the number and price of the shares purchased by you; and
    the total number of shares in your account. 177




---



##### Table of Contents



Appendix A
 Suitability
    Standards    
    meet the minimum income and net worth standards set forth under
    Suitability Standards immediately following the
    cover page of this prospectus;
    can reasonably benefit from an investment in our shares based on
    your overall investment objectives and portfolio structure;
    are able to bear the economic risk of the investment based on
    your overall financial situation;
    are in a financial position appropriate to enable you to realize
    to a significant extent the benefits described in this
    prospectus of an investment in our shares; and
    have apparent understanding of:
    the fundamental risks of the investment;
    the risk that you may lose your entire investment;
    the lack of liquidity of our shares;
    the restrictions on transferability of our shares; and
    the tax consequences of your investment.     178




---



##### Table of Contents



Minimum
    Purchase Requirements       Special
    Notice to Pennsylvania and Tennessee Investors   
 
  120-day 120-day
 
   179




---



##### Table of Contents



Investments
    by Qualified Accounts  90-day
 Investments
    through IRA Accounts      www.plymouthrealestatecapital.com
 SUPPLEMENTAL
    SALES MATERIAL    
    investor sales promotion brochures;
    cover letters transmitting the prospectus;
    brochures containing a summary description of the offering;
    fact sheets describing the general nature of Plymouth
    Opportunity REIT and our investment objectives;
    asset flyers describing our recent acquisitions;
    broker updates;
    online investor presentations;
    web site material;
    electronic media presentations; and
    client seminars and seminar advertisements and invitations.     180




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##### Table of Contents



LEGAL
    MATTERS   EXPERTS   WHERE YOU
    CAN FIND MORE INFORMATION  Form S-11
  http://www.sec.gov.
 181




---



##### Table of Contents



INDEX TO
    CONSOLIDATED BALANCE SHEET  Report of Independent Registered Public
    Accounting Firm


F-2Consolidated Balance Sheet


F-3Notes to Consolidated Balance Sheet


F-4  F-1




---



##### Table of Contents



Report of
    Independent Registered Public Accounting Firm           KPMG
    LLP
    F-2




---



##### Table of Contents



PLYMOUTH
    OPPORTUNITY REIT, INC. AND SUBSIDIARIES
  Consolidated
    Balance Sheet
 March 16,
    2011
  ASSETSCash

$
200,000Total assets

$
200,000EQUITYPreferred stock, $.01 par value, 10,000,000 shares
    authorized, none issued and outstanding

$
Common stock, $.01 par value, 1,000,000,000 shares
    authorized, 20,000 shares issued and outstanding


200Additional paid-in capital


199,800Total equity

$
200,000    F-3




---



##### Table of Contents



PLYMOUTH
    OPPORTUNITY REIT, INC. AND SUBSIDIARIES
  Notes
    to Consolidated Balance Sheet
 March 16, 2011
  (1)
    Organization          (2)
    Summary
    of Significant Accounting Policies  (a)
    Principles
    of Consolidation    (b)
    Income
    Taxes    (c)
    Use of
    Estimates   F-4




---



##### Table of Contents



PLYMOUTH
    OPPORTUNITY REIT, INC. AND SUBSIDIARIES
  Notes to
    Consolidated Balance
    Sheet  (Continued)
    (3)
    Initial
    Public Offering    (4)
    Transactions
    with Related Parties  day-to-day
               F-5




---



##### Table of Contents



PLYMOUTH
    OPPORTUNITY REIT, INC. AND SUBSIDIARIES
  Notes to
    Consolidated Balance
    Sheet  (Continued)
        (5)
    Subsequent
    Events   F-6




---



##### Table of Contents



PRIOR
    PERFORMANCE TABLES



During the
    10-year
    period ending December 31, 2010, affiliates of the Haley
    Real Estate Group, an affiliate of our sponsor, have invested,
    managed, developed and sold high-quality U.S. multi-family
    real estate assets for institutional investors. Affiliates of
    the Haley Group have sponsored our private real estate fund.



The tables presented in this section provide summary information
    related to the historical experience of the real estate fund
    sponsored by affiliates of the Haley Group. This real estate
    fund is a multi-investor, commingled fund. This fund is a
    limited partnership for which an affiliate of the Haley Group
    acts as a general partner. In all cases, affiliates of the Haley
    Group had responsibility for acquiring, investing, managing,
    developing and selling the real estate assets of the fund.





This fund has investment objectives that are similar to ours
    with respect to this acquisition of multi-family properties. For
    this fund, the general partner has focused upon acquiring
    multi-family real estate investments. In constructing the
    portfolio for the fund, the general partner focused on acquiring
    a mix of stabilized, income producing and value-added,
    enhanced-return real estate assets, focusing primarily on
    stabilized, income producing properties. Value-added and
    enhanced-return assets are assets that are undervalued or that
    could be repositioned to enhance their value. Like this fund, we
    will also seek to diversify our assets by investment risk by
    acquiring both stabilized, income producing and enhanced-return
    commercial properties and other real estate-related assets. Like
    ours, their primary investment objectives are to provide
    investors with attractive and stable returns and to preserve and
    return their capital contributions, and like us, they seek to
    realize growth in the value of their investments by timing asset
    sales to maximize asset value. In addition, both real estate and
    real estate-related investments involve similar assessments of
    the risks and rewards of the operation of the underlying real
    estate and financing thereof as well as an understanding of the
    real estate and real estate-finance markets. We plan to
    diversify our portfolio by investment type, investment size and
    investment risk with the goal of attaining a portfolio of
    income-producing real estate and real estate-related assets that
    provide attractive and stable returns to our investors.





By purchasing shares in this offering, you will not acquire any
    ownership interest in any funds to which the information in this
    section relates and you should not assume that you will
    experience returns, if any, comparable to those experienced by
    the investors in the real estate funds discussed. Further, the
    funds discussed in this section were conducted through
    privately-held entities that were subject neither to the
    up-front commissions, fees and expenses associated with this
    offering nor all of the laws and regulations that will apply to
    us as a publicly offered REIT.



The information in this section should be read together with the
    summary information in the prospectus under Prior
    Performance Summary. The following tables are included in
    this section: 
    Table I  Experience in Raising and Investing
    Funds;
    Table II  Compensation to Sponsor;
    Table III  Operating Results of Prior
    Programs; and
    Table V  Sales or Disposals of Properties. P-1




---



##### Table of Contents



TABLE
    I
  EXPERIENCE
    IN RAISING AND INVESTING FUNDS
  (UNAUDITED)
  Prior
    Performance Is Not Indicative of Future Results
    
 2008

2009Haley Associates

Haley AssociatesLimited Partnership

Limited PartnershipOffering

OfferingDollar amount offeredMinimum


0



0Maximum


23,067,522



27,335,115Dollar amount raised(1):


14,491,561



18,338,987Percentage amount raised


63
%


67
%Percentage available for investment before offering expenses and
    reserves


100
%


100
%Less offering expenses:Selling commissions


1,273,785



1,467,119Organizational expenses


0



0Other:Legal


78,016



32,660Accounting


0



0Appraisal Fee


0



0% of dollar amount raised


9.33
%


8.17
%Reserves:Contingency


508,620



854,000Capital Improvements


3,300,440



667,420% of dollar amount raised available for investment after
    offering expenses and reserves:


64.39
%


83.53
%Acquisition costs:Prepaid items and fees related to purchase of property


314,068



111,513Cash down payment


16,322,000



20,812,500Acquisition fees


1,224,150



771,375Other:Loan Fees (incl lender legal)


742,030



335,275Purchase Price


81,610,000



51,425,000Survey and Title


121,671



84,126Environmental/Engineering


58,903



5,000Closing Costs


627,700



502,916Legal (Borrower)


70,820



9,024Total acquisition cost


83,231,124



52,361,341Percent Leverage (mtg. Debt / total acq. Cost)


78.44
%


59.53
%Date offering began


4/28/2008



4/17/2009Length of offering (in months)


7



7Months to invest 90% of amount available for investment
    (measured from beginning of offering)


6



6  
    (1)
    The maximum dollar amount offered in each of these offerings was
    to be used to acquire not only the specified properties
    disclosed in each offering but also included additional sums to
    purchase one or more properties not yet identified, provided
    suitable properties were identified. Once identified the funds
    needed to acquire those new properties would be raised in the
    particular offering. P-2




---



##### Table of Contents




    The 2008 offering had a $5,000,000 blind pool feature and the
    2009 offering had a $10,000,000 blind pool feature. However
    neither offering was able to identify suitable additional
    properties for acquisition and as a consequence no additional
    proceeds were raised.
    One of the specified properties identified in the 2008 offering
    for acquisition was not ultimately acquired and the proceeds
    related to that acquisition were not raised.  Purpose of Offering -

2008 Offering  Haley Associates Limited
    Partnership  Equity Investment in :
       Lubbock  Willow Hill Limited
    Partnership
       Lubbock  Meridian Park
    Limited Partnership
       Midland  Polo Park Limited
    Partnership
       Midland  Windtree Limited
    Partnership

2009 Offering  Haley Associates Limited
    Partnership  Equity Investment in:
       Grand Pointe  NE Limited
    Partnership
       Lansing RAB Limited Partnership
       Tulsa Highlands Limited Partnership  P-3




---



##### Table of Contents



TABLE
    II
  COMPENSATION
    TO SPONSOR
  (UNAUDITED)
  Prior
    Performance Is Not Indicative of Future Results
    Haley Associates

Haley AssociatesLimited Partnership

Limited PartnershipDate offering commenced


4/28/2008



4/17/2009Dollar amount raised


14,491,561



18,338,987Amount paid to sponsor from proceeds of offering:Underwriting fees


1,273,785



1,467,119Acquisition fees


1,224,150



771,375- Real Estate commissions


0



0- Advisory fees


259,916



183,390- Other (identify and quantify)


0



0Closing Fee


0



0Loan Fee


0



0Other


0



0Dollar amount of cash generated from operations before deducting
    payments to sponsorAmount paid to sponsor from operations:Property Management Fees:2008


216,118



02009


296,239



184,9532010


305,255



265,665Partnership Management FeesReimbursementsLeasing CommissionsOther (identify and quantify):Asset Management Fees2008


54,029



02009


74,060



46,2382010


76,314



66,416Dollar amount of property sales and refinancing before deducting
    payments to sponsorCash


0



0Notes


0



0Amount paid to sponsor from property sales and refinancing:Real estate commissions


0



0Incentive fees


0



0Other (identify and quantify)


0



0  P-4




---



##### Table of Contents



TABLE
    III
  OPERATING
    RESULTS OF PRIOR PROGRAMS
  (UNAUDITED)
  Prior
    Performance Is Not Indicative of Future Results
    Schedule 1
  2009 Offering  Haley Associates Limited
    Partnership  Equity investment in:
 - Grand Pointe Limited
    Partnership
 - Runaway Bay Limited
    Partnership
 - Tulsa Highlands Limited
    Partnership
  2010

2009

2008

2007

2006Gross Revenues


7,410,536.00



4,943,209.09



n/a



n/a



n/aProfit (Loss) on sale of properties


0.00



0.00



n/a



n/a



n/aLess: Operating expenses


4,519,463.71



3,534,336.78



n/a



n/a



n/aInterest expense


1,803,067.00



1,421,844.25



n/a



n/a



n/aDepreciation


2,512,579.83



1,758,523.95



n/a



n/a



n/aNet Income (loss)  GAAP Basis


(1,424,574.54
)


(1,771,495.89
)


n/a



n/a



n/aTaxable income (loss)From operations


(1,550,275.00
)


(1,519,928.00
)


n/a



n/a



n/aFrom gain (loss) on sale


0.00



0.00



n/a



n/a



n/aCash generated (deficiency) from operations


2,784,644.00



853,349.00



n/a



n/a



n/aCash generated (deficiency) from sales


0.00



0.00



n/a



n/a



n/aCash generated from refinancing


0.00



0.00



n/a



n/a



n/aCash generated from operations, sales and refinancing


2,784,644.00



853,349.00



n/a



n/a



n/aLess : Cash distributions to investors


2,853,173.00



3,868,372.00



n/a



n/a



n/a- from operating cash flow


2,302,946.00



1,087,390.00



n/a



n/a



n/a- from sales and refinancing


0.00



0.00



n/a



n/a



n/a- from other


0.00



0.00



n/a



n/a



n/aCash generated (deficiency) after cash distributions


(68,529.00
)


(3,015,023.00
)


n/a



n/a



n/aLess: Special items (not including sales and refinancing)
    (identify and quantify)


0.00



0.00



n/a



n/a



n/aCash generated (deficiency) after cash distributions and special
    items


(68,529.00
)


(3,015,023.00
)


n/a



n/a



n/a P-5




---



##### Table of Contents



2010

2009

2008

2007

2006Tax and distribution data per $1,000 investedFederal Income Tax Results:Ordinary income (loss)


0.00



0.00



n/a



n/a



n/a- from operations


(84.53
)


(82.88
)


n/a



n/a



n/a- from recapture


0.00



0.00



n/a



n/a



n/aCapital gain (loss)


0.00



0.00



n/a



n/a



n/aCash distributions to investors source (GAAP basis)- from investment income


125.58



59.29



n/a



n/a



n/a- from return of capital


0.00



0.00



n/a



n/a



n/aTotal distributions on GAAP basis


125.58



59.29



n/a



n/a



n/aSource (on cash basis)- from sales


0.00



0.00



n/a



n/a



n/a- from refinancing


0.00



0.00



n/a



n/a



n/a- from operations


125.58



59.29



n/a



n/a



n/aTotal distributions on cash basis


125.58



59.29



n/a



n/a



n/aAmount (in percentage terms) remaining invested in program
    properties as of December 31, 2010


100
%


100
%


n/a



n/a



n/a  P-6




---



##### Table of Contents



Schedule 2
  2008 Offering  Haley Associates Limited
    Partnership  Equity investment in:
 - Willow Hill Limited
    Partnership
 - Meridian Park Limited
    Partnership,
 - Polo Park Limited
    Partnership
         - Windtree Limited Partnership
  2010

2009

2008

2007

2006Gross Revenues


8,418,958.00



8,118,780.31



5,950,897.09



n/a



n/aProfit (Loss) on sale of properties


(28,184.00
)


0.00



0.00



n/a



n/aLess: Operating expenses


4,249,078.00



4,464,114.48



3,674,772.85



n/a



n/aInterest expense


2,500,163.00



2,500,162.76



1,819,397.20



n/a



n/aDepreciation


2,298,653.00



2,210,642.29



1,621,559.00



n/a



n/aNet Income (loss)  GAAP Basis


(657,120.00
)


(1,056,139.22
)


(1,164,831.96
)


n/a



n/aTaxable income (loss)From operations


(731,974.00
)


(1,151,353.00
)


(598,486.00
)


n/a



n/aFrom gain (loss) on sale


(28,184.00
)


0.00



0.00



n/a



n/aCash generated (deficiency) from operations


2,863,828.00



1,733,760.00



(458,699.00
)


n/a



n/aCash generated (deficiency) from sales


0.00



0.00



0.00



n/a



n/aCash generated from refinancing


0.00



0.00



0.00



n/a



n/aCash generated from operations, sales and refinancing


2,863,828.00



1,733,760.00



(458,699.00
)


n/a



n/aLess : Cash distributions to investors- from operating cash flow


1,445,000.00



1,733,760.00



0.00



n/a



n/a- from sales and refinancing


0.00



0.00



0.00



n/a



n/aCash generated (deficiency) after cash distributions


1,418,828.00



(1,424,246.00
)


(864,141.00
)


n/a



n/aLess: Special items (not including sales and refinancing)
    (identify and quantify)


0.00



0.00



0.00



n/a



n/aCash generated (deficiency) after cash distributions and special
    items


1,418,828.00



(1,424,246.00
)


(864,141.00
)


n/a



n/aTax and distribution data per $1,000 investedFederal Income Tax Results:Ordinary income (loss)


0.00



0.00



0.00



n/a



n/a- from operations


(52.46
)


(79.45
)


(41.30
)


n/a



n/a- from recapture


0.00



0.00



0.00



n/a



n/aCapital gain (loss)


0.00



0.00



0.00



n/a



n/aCash distributions to investors source (GAAP basis)- from investment income


99.71



119.64



0.00



n/a



n/a- from return of capital


0.00



0.00



0.00



n/a



n/aTotal distributions on GAAP basis


99.71



119.64



0.00



n/a



n/aSource (on cash basis)- from sales


0.00



0.00



0.00



n/a



n/a- from refinancing


0.00



0.00



0.00



n/a



n/a- from operations


99.71



119.64



0.00



n/a



n/aTotal distributions on cash basis


99.71



119.64



0.00



n/a



n/aAmount (in percentage terms) remaining invested in program
    properties as of December 31, 2010


100
%


100
%


100
%


n/a



n/a  P-7




---



##### Table of Contents



Schedule 3
  2007 Offering  Haley Associates Limited
    Partnership  Equity investment in:
 - Olentangy Limited
    Partnership
 - Garden Gate Limited
    Partnership
 - Edge Lake Limited
    Partnership
  2010

2009

2008

2007

2006Gross Revenues


5,995,264.00



5,936,753.48



5,981,086.07



3,361,092.13



n/aProfit (Loss) on sale of properties


(71,980.00
)


(25,402.00
)


0.00



11,355,403.00



n/aLess: Operating expenses


2,852,937.00



2,563,105.20



2,831,254.97



1,499,774.26



n/aInterest expense


1,964,563.00



1,978,781.29



2,002,098.28



1,179,822.98



n/aDepreciation


1,939,923.00



1,924,082.43



1,892,667.91



1,115,761.77



n/aNet Income (loss)  GAAP Basis


(834,139.00
)


(554,617.44
)


(744,935.09
)


10,921,136.12



n/aTaxable income (loss)From operations


(868,212.00
)


(575,713.00
)


(813,970.00
)


(4,407,945.00
)


n/aFrom gain (loss) on sale


(71,980.00
)


(25,402.00
)


0.00



11,355,403.00



n/aCash generated (deficiency) from operations


2,193,288.00



2,100,294.00



1,986,182.00



13,461,307.00



n/aCash generated (deficiency) from sales


0.00



0.00



0.00



0.00



n/aCash generated from refinancing


0.00



0.00



0.00



0.00



n/aCash generated from operations, sales and refinancing


2,193,288.00



2,100,294.00



1,986,182.00



13,461,307.00



n/aLess : Cash distributions to investors


1,030,000.00



982,000.00



1,496,900.00



5,852,209.00



n/a- from operating cash flow


1,030,000.00



982,000.00



1,298,923.00



5,624,498.00



n/a- from sales and refinancing


0.00



0.00



0.00



0.00



n/aCash generated (deficiency) after cash distributions


1,163,288.00



1,118,294.00



489,282.00



7,609,098.00



n/aLess: Special items (not including sales and refinancing)
    (identify and quantify)


0.00



0.00



0.00



0.00



n/aCash generated (deficiency) after cash distributions and special
    items


1,163,288.00



1,118,294.00



489,282.00



7,609,098.00



n/aTax and distribution data per $1,000 investedFederal Income Tax Results:Ordinary income (loss)


0.00



0.00



0.00



0.00



n/a- from operations


(73.40
)


(46.93
)


(63.55
)


542.38



n/a- from recapture


0.00



0.00



0.00



0.00



n/aCapital gain (loss)


0.00



0.00



0.00



0.00



n/aCash distributions to investors source (GAAP basis)- from investment income


80.41



76.66



101.41



439.10



n/a- from return of capital


0.00



0.00



0.00



0.00



n/aTotal distributions on GAAP basis


80.41



76.66



101.41



439.10



n/aSource (on cash basis)- from sales


0.00



0.00



0.00



0.00



n/a- from refinancing


0.00



0.00



0.00



0.00



n/a- from operations


80.41



76.66



101.41



439.10



n/aTotal distributions on cash basis


80.41



76.66



101.41



439.10



n/aAmount (in percentage terms) remaining invested in program
    properties as of December 31, 2010


100
%


100
%


100
%


100
%


n/a  P-8




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##### Table of Contents



Schedule 4
 2006 Offering  Haley Associates Limited
    Partnership  Equity investment in:
 - Old Farm Shores Limited
    Partnership
 - Meadow Creek Limited
    Partnership
  2010

2009

2008

2007

2006Gross Revenues


4,159,690.00



4,117,059.49



3,801,130.99



3,961,436.72



1,954,813.00Profit (Loss) on sale of properties


(23,878.00
)


(46,066.00
)


0.00



0.00



(3,223.00
)Less: Operating expenses


2,140,190.00



2,223,787.56



2,153,551.32



2,024,499.57



1,164,125.12Interest expense


1,372,973.00



1,372,972.88



1,376,734.46



1,372,972.88



722,152.00Depreciation


1,159,995.00



1,138,922.16



1,106,479.19



1,053,992.71



582,164.82Net Income (loss)  GAAP Basis


(537,346.00
)


(664,689.11
)


(835,633.98
)


(490,028.44
)


(516,851.94
)Taxable income (loss)From operations


(547,967.00
)


(693,733.00
)


(849,059.00
)


(573,637.00
)


(452,002.00
)From gain (loss) on sale


(23,878.00
)


(46,066.00
)


0.00



0.00



(3,223.00
)Cash generated (deficiency) from operations


1,262,588.00



1,253,063.00



1,322,290.00



592,915.00



272,110.00Cash generated (deficiency) from sales


0.00



0.00



0.00



0.00



0.00Cash generated from refinancing


0.00



0.00



0.00



0.00



5,952,318.00Cash generated from operations, sales and refinancing


1,262,588.00



1,253,063.00



1,322,290.00



592,915.00



6,224,428.00Less : Cash distributions to investors


366,000.00



395,000.00



360,900.00



285,000.00



60,000.00- from operating cash flow


366,000.00



395,000.00



360,900.00



165,000.00



60,000.00- from sales and refinancing


0.00



0.00



0.00



0.00



0.00Cash generated (deficiency) after cash distributions


896,588.00



858,063.00



961,390.00



307,915.00



6,164,428.00Less: Special items (not including sales and refinancing)
    (identify and quantify)


0.00



0.00



0.00



0.00



0.00Cash generated (deficiency) after cash distributions and special
    items


896,588.00



858,063.00



961,390.00



307,915.00



6,164,428.00Tax and distribution data per $1,000 investedFederal Income Tax Results:Ordinary income (loss)


0.00



0.00



0.00



0.00



0.00- from operations


(81.80
)


(105.82
)


(121.45
)


(82.05
)


(65.12
)- from recapture


0.00



0.00



0.00



0.00



0.00Capital gain (loss)


0.00



0.00



0.00



0.00



0.00Cash distributions to investors source (GAAP basis)- from investment income


52.35



56.50



51.62



23.60



8.58- from return of capital


0.00



0.00



0.00



0.00



0.00Total distributions on GAAP basis


52.35



56.50



51.62



23.60



8.58Source (on cash basis)- from sales


0.00



0.00



0.00



0.00



0.00- from refinancing


0.00



0.00



0.00



0.00



0.00- from operations


52.35



56.50



51.62



23.60



8.58Total distributions on cash basis


52.35



56.50



51.62



23.60



8.58Amount (in percentage terms) remaining invested in program
    properties as of December 31, 2010


100
%


100
%


100
%


100
%


100
%       
    
    For the period January 1, 2002
    to May 9, 2006, data reflects the operation of Meadow Creek
    Apartments.
    
    For the period May 9, 2006 to
    August 31, 2006, data reflects the operation of Meadow
    Creek Apartments and Old Farm Shores Apartments.
    
    For the period September 1,
    2006 through December 31, 2006, data reflects the operation
    of Old Farm Shores and Woodcrest Apartments.
    
    Woodcrest Apartments was purchased
    using a 1031 exchange of Meadow Creek Apartments, along with
    equity raised in this program. P-9




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##### Table of Contents



TABLE
    V
  SALES OR
    DISPOSALS OF PROPERTIES
  (UNAUDITED)
  Prior
    Performance Is Not Indicative of Future Results
    Selling Price Net of Closing Costs,


Cost of Properties Includingand GAAP Adjustments


Closing and Soft CostExcess(Deficiency)Purchase











Total





of PropertyCash





Money


Adjustments








Acquisition





OperatingReceived


Mortgage


Mortgage


Resulting








Cost Capital





CashNet of


Balance


Taken


from





Original


Improvements,





ReceiptsDate

Date of

Closing


at Time


Back By


Application





Mortgage


Closing and





Over CashProperty

Acquired

Sale

Costs


of Sale


Program


of GAAP


Total


Financing


Soft Costs


Total


ExpendituresAspen Ridge

8/16/2000

1/31/2008


6,885,917



8,563,666



0



0



15,449,583



8,000,000



3,153,498



11,153,498



(91,156
)  P-10




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##### Table of Contents





APPENDIX A



PLYMOUTH
    OPPORTUNITY REIT, INC.SUBSCRIPTION
    AGREEMENT  PLYMOUTH OPPORTUNITY REIT,
    INC.
  SUBSCRIPTION
    AGREEMENT
    PLYMOUTH OPPORTUNITY REIT, INC.
    INSTRUCTION PAGE(For optional electronic delivery,
    see
    page A-6)
  In no event may a subscription of shares be accepted until at
    least five business days after the date the subscriber receives
    the final prospectus. You will receive a confirmation of your
    purchase.
  PROCEDURES
    PRIOR TO ESCROW BREAK:
  Until we have raised the minimum offering amount, your
    broker-dealer or registered investment advisor should MAIL
    properly completed and executed ORIGINAL documents, along with
    your check payable to Peoples United Bank, Escrow
    Agent for Plymouth Opportunity REIT, Inc. to Plymouth Real
    Estate Capital at the following address:
   c/o Plymouth
 th
  (617) 340-3814
     *
    
    For IRA Accounts, mail investor signed documents to Plymouth
    Real Estate Capital which will forward the documents to the IRA
    Custodian for signatures.  Plymouth Real Estate Capital will then forward your check to
    our escrow agent, Peoples United Bank.
  (617) 340-3814
  PROCEDURES
    POST-ESCROW BREAK:
 
  Once we have raised $2,500,000, from persons who are not
    affiliated with us or our sponsor, your broker-dealer or
    registered investment advisor should MAIL properly completed and
    executed ORIGINAL documents, along with your check payable to
    Plymouth Opportunity REIT, Inc. to the following
    address (except that Pennsylvania investors should continue to
    follow the instructions above until $25,000,000 has been raised.
    See Prospectus Summary  Terms of the
    Offering in the prospectus):
 
   c/o Plymouth
 th
  (617) 340-3814
     *
    
    For IRA Accounts, mail investor signed documents to Plymouth
    Real Estate Capital which will forward the documents to the IRA
    Custodian for signatures. A-1




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##### Table of Contents



(617) 340-3814.
  Instructions
    to Subscribers
  Section 1:
  Section 2:
  Non-Custodial
    Ownership
  ALL PARTIES
    SIGN
  Be sure to attach copies of all plan documents for Pension
    Plans, Trust or Corporate Partnerships required in
    section 2.
  Custodial
    Ownership
    completed BY THE CUSTODIAN.
  Section 3:
    Section 5:
  Section 6: ALL
  Section 7: W-9.
 A-2




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##### Table of Contents



PLYMOUTH
    OPPORTUNITY REIT, INC.
  SUBSCRIPTION
    AGREEMENT
 
  1.  YOUR INITIAL INVESTMENT
 
    Investment Amount $     .

Brokerage Account Number.The minimum initial investment is 500 shares ($5,000)

(If applicable)   Cash, cashiers checks/official bank checks in bearer
    form, foreign checks, money orders, third party checks, or
    travelers checks will not be accepted.
  o
    CHECK HERE IF ADDITIONAL PURCHASE AND COMPLETE NUMBER 3 BELOW.  2.
    FORM OF
    OWNERSHIP (Select only one)  Non-Custodial
    Ownership

Custodial OwnershipIndividual           Joint Tenant (Joint accounts will be registered as joint tenants with rights of survivorship unless otherwise indicated)           Tenants in Common           TOD  Optional designation of beneficiaries for individual joint owners with rights of survivorship or tenants by the entireties. (Please complete Transfer on Death Registration Form. You may download the form at www.plymouthrealestatecapital.com/)         Uniform Gift/Transfer to Minors (UGMA/UTMA)
Under the UGMA/UTMA of the State of                     Pension or other Retirement Plan (Include Plan Documents)           Trust (Include title and signature pages of Trust Documents)           Corporation or Partnership (Include Corporate Resolution or Partnership Agreement, as applicable)           Other           (Include title and signature pages)

Third Party Administered Custodial Plan(new IRA accounts will require anadditional application)o IRA o ROTH/IRAo SEP/IRA o SIMPLEo OTHERName of CustodianMailing AddressCity, State ZipCustodian Information (To becompleted by Custodian above)Custodian Tax ID #Custodian Account #Custodian Phone  A-3




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##### Table of Contents



3.  INVESTOR INFORMATION
  A. Individual/Trust/Beneficial Owner
  First Name:

Middle Name:Last Name:

Tax ID or SS#:Street Address:

City:

State:

Zip:   Date of Birth:
    (mm/dd/yyyy Non-U.S. Citizen,
  Daytime
    Phone #:
    U.S. Drivers License Number (if available):
    State of
    Issue:    CALIFORNIA INVESTORS:
  B. Joint Owner/Co-Trustee/Minor
  First Name:

Middle Name:Last Name:

Tax ID or SS#:Street Address:

City:

State:

Zip:   Date of Birth: (mm/dd/yyyy) Non-U.S. Citizen,
    C. Residential Street Address (This section must
    be completed for verification purposes if mailing address in
    section 3A is a P.O. Box)
      D. Trust/Corporation/Partnership/Other (Trustees information must be provided in
    sections 3A and 3B)
  Entity Name/Title of Trust:     Tax
    ID Number:
  E. Government ID Identification documents must
    have a reference number and photo. Please attach a photocopy.
      o o o
  A-4




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##### Table of Contents



o o o
 o
  o
  o
    F. Employer: o
  4.
    DISTRIBUTIONS(Select
    only one)      Plymouth
    Opportunity REIT, Inc.
    Two Liberty Square,
    10th

    Floor
    Boston, Massachusetts 02109
  IRA accounts may not direct distributions without the
    custodians approval.
    A.           
    Reinvest/Distribution Reinvestment Plan
  B.           
    Mail Check
  C.
    Credit
    Distribution to my IRA or Other Custodian Account  D.           
    Cash/Direct Deposit (Please attach a pre-printed
    voided check (Non-Custodian Investors only).
          PLEASE ATTACH COPY OF VOIDED CHECK TO THIS FORM IF
    FUNDS ARE TO BE SENT TO A BANK
  *
    
    The above services cannot be established without a pre-printed
    voided check. For electronic funds transfers, signatures of bank
    account owners are required exactly as they appear on the bank
    records. If the registration at the bank differs from that on
    this Subscription Agreement, all parties must sign below.    A-5




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##### Table of Contents



5.
    ELECTRONIC
    DELIVERY  o
    Check the box if you consent to the electronic delivery of
    documentsincluding the prospectus, prospectus supplements,
    annual and quarterly reports, and other stockholder
    communication and reports.
    E-mail
    address in Section 3 is required.Please carefully read
    the following representations before consenting to receive
    documents electronically. By checking this box and consenting to
    receive documents electronically, you represent the following:  e-mail e-mail e-mail
  ® www.adobe.com
  (617) 340-3814
  e-mail e-mail e-mail
  e-mail (617) 340-3814
  6.
    BROKER-DEALER/FINANCIAL
    ADVISOR INFORMATION (All fields must be completed)  he/she
  BROKER DEALER

Financial Advisor Name/RIAAdvisor Mailing AddressCity

ZipAdvisor No.

Telephone No.Email Address

Fax No.Broker Dealer CRD Number

Financial Advisor CRD Number, if applicable   o
    AFFILIATED REGISTERED INVESTMENT ADVISOR (RIA): All sales of
    securities must be made through a Broker-Dealer. Check this box
    to indicate whether submission is made through the RIA in its
    capacity as the RIA and not in its capacity as a Registered
    Representative, if applicable, whose agreement with the
    subscriber includes a fixed or wrap fee feature for
    advisory and related brokerage services.  I acknowledge that by checking the above box, I WILL NOT
    RECEIVE A COMMISSION.
 A-6




---



##### Table of Contents



FINANCIAL ADVISOR he/she
    7.
    SUBSCRIBER
    SIGNATURES  and/or (you must initial each of the representations
    below)
  Owner

Co-Owner

a) I/We have a minimum net worth (not including home, home
    furnishings and personal automobiles) of at least $70,000 and
    estimate that (without regard to Plymouth Opportunity REIT,
    Inc.) I/we have a gross income due in the current year of at
    least $70,000; or I/we have a net worth (excluding home, home
    furnishings and automobiles) of at least $250,000, or such
    higher suitability as may be required by certain states and set
    forth on the reverse side hereof; in the case of sales to
    fiduciary accounts, the suitability standards must be met by the
    beneficiary, the fiduciary account or by the donor or grantor
    who directly or indirectly supplies the funds for the purchase
    of the shares.Owner

Co-Owner

b) KANSAS INVESTORS: I/We understand and acknowledge that the
    Office of the Securities Commissioner of the State of Kansas
    recommends that I/we should not invest, in the aggregate, more
    than 10% of my/our liquid net worth in shares of Plymouth
    Opportunity REIT, Inc. stock and securities of other real estate
    investment trusts. Liquid net worth is defined as
    that portion of net worth (total assets minus total liabilities)
    that is comprised of cash, cash equivalents and readily
    marketable securities.Owner

Co-Owner

c) I/We have received the final prospectus of Plymouth
    Opportunity REIT, Inc.Owner

Co-Owner

d) I/We am/are purchasing shares for my/our own account.Owner

Co-Owner

e) I/We acknowledge that shares are not liquid.Owner

Co-Owner

f) If an affiliate of Plymouth Opportunity REIT, Inc., I/we
    represent that the shares are being purchased for investment
    purposes only and not for immediate resale.Owner

Co-Owner

g) If an Alabama investor, I/we have met the suitability
    requirements in a) above and I/we have a liquid net worth of at
    least ten times the amount of my/our investment in Plymouth
    Opportunity REIT, Inc. and other similar programs.       Signature of Custodian(s) or Trustee(s) (if applicable).
    Current Custodian must sign if investment is for an IRA
    Account
    CERTAIN STATES HAVE IMPOSED SPECIAL FINANCIAL SUITABILITY
    STANDARDS FOR
 SUBSCRIBERS WHO PURCHASE SHARES
    General
    Standards for all Investors
  
    Investors must have either (a) a net worth of at least
    $250,000 or (b) an annual gross income of $70,000 and a
    minimum net worth of $70,000. A-7




---



##### Table of Contents




    Kentucky  Investors must have either
    (a) a net worth of $250,000 or (b) a gross annual
    income of at least $70,000 and a net worth of at least $70,000,
    with the amount invested in this offering not to exceed 10% of
    the Kentucky investors liquid net worth. 
 
  
    Massachusetts, Ohio, Pennsylvania and Oregon 
    Investors must have either (a) a minimum net worth of at
    least $250,000 or (b) an annual gross income of at least
    $70,000 and a net worth of at least $70,000. The investors
    maximum investment in the issuer and its affiliates cannot
    exceed 10% of the Massachusetts, Ohio, Iowa, Pennsylvania or
    Oregon residents net worth. 
 
  
    Iowa  Investors must have either (a) a
    minimum net worth of at least $350,000 (exclusive of home, auto
    and furnishings) or (b) a minimum annual gross income of
    $70,000 and a net worth of $100,000 (exclusive of home, auto and
    furnishings). The maximum investment in the issuer and its
    affiliates cannot exceed 10% of the Iowa residents net
    worth. 
 
  
    Michigan  Investors must have either
    (a) a minimum net worth of at least $250,000 or (b) an
    annual gross income of at least $70,000 and a net worth of at
    least $70,000. The maximum investment in the issuer and its
    affiliates cannot exceed 10% of the Michigan residents net
    worth. 
 
  
    Tennessee  In addition to the suitability
    requirements described above, investors maximum investment
    in our shares and our affiliates shall not exceed 10% of the
    residents net worth. 
 
  
    Kansas and Idaho  In addition to the
    suitability requirements described above, it is recommended that
    investors should invest, in the aggregate, no more than 10% of
    their liquid net worth in our shares and securities of other
    real estate investment trusts. Liquid net worth is
    defined as that portion of net worth (total assets minus total
    liabilities) that is comprised of cash, cash equivalents and
    readily marketable securities. 
 
  
    Missouri  In addition to the suitability
    requirements described above, no more than ten percent (10%) of
    any one (1) Missouri investors liquid net worth shall
    be invested in the securities registered by us for this offering
    with the Securities Division. 
 
  
    California  In addition to the suitability
    requirements described above, investors maximum investment
    in our shares will be limited to 10% of the investors net
    worth (exclusive of home, home furnishings and automobile). 
 
  
    Alabama and Mississippi  In addition to the
    suitability standards above, shares will only be sold to Alabama
    and Mississippi residents that represent that they have a liquid
    net worth of at least 10 times the amount of their investment in
    this real estate investment program and other similar programs. 
 
  
    North Dakota  Shares will only be sold to
    residents of North Dakota representing that they have a net
    worth of at least ten times their investment in us and our
    affiliates and that they meet one of the established suitability
    standards. 
 
  
    Pennsylvania Because the minimum offering of
    our common stock is less than $50,000,000, Pennsylvania
    investors are cautioned to carefully evaluate our ability to
    fully accomplish our stated objectives and to inquire as to the
    current dollar volume of our subscription proceeds. Further, the
    minimum aggregate closing amount for Pennsylvania investors is
    $25,000,000. 
     A-8




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##### Table of Contents



GUIDELINES
    FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
    NUMBER ON SUBSTITUTE
    FORM W-9
  What Number to Give the Requester. 000-00-0000. 00-0000000.
  For this Type of Account:

Give the SSN of:An individuals account

The individualTwo or more individuals (Joint account)

The actual owner of the account or, if combined funds, the first
    individual on the account(1)Custodian account of a minor (Uniform Gift to Minors Act)

The minor(2)(a) The usual revocable savings trust account (grantor also is
    trustee)

The grantor-trustee(1)(b) So-called trust account that is not a legal or valid trust
    under State law

The actual owner(1)Sole proprietorship or single-owner LLC

The owner(3)   For this Type of Account:

Give the EIN of:Sole proprietorship or single-owner LLC

The owner(3)A valid trust, estate, or pension trust

The legal entity(4)Corporate or LLC electing corporate status on Form 8832

The corporationAssociation, club, religious, charitable, educational, or other
    tax-exempt organization

The organizationPartnership or multi-member LLC

The partnership or LLCAccount with the Department of Agriculture in the name of a
    public entity (such as a State or local government, school
    district or prison) that receives agricultural program payments

The public entityA broker or registered nominee

The broker or nominee     (1)
    
    List first and circle the name of the person whose number you
    furnish. If only one person on a joint account has a SSN, that
    persons number must be furnished.(2)
    
    Circle the minors name and furnish the minors SSN.(3)
    
    You must show your individual name and you also may enter your
    business or DBA name on the second name line. You
    may use either your SSN or EIN (if you have one). If you are a
    sole proprietor, the IRS encourages you to use your SSN.(4)
    
    List first and circle the name of the legal trust, estate, or
    pension trust. (Do not furnish the TIN of the personal
    representative or trustee unless the legal entity itself is not
    designated in the account title.)  Note.
  Obtaining
    a Number
  Form SS-5, www.socialsecurity.gov/online/ss-5.pdf 1-800-772-1213. Form W-7, Form SS-4, www.irs.gov/businesses Forms W-7 www.irs.gov (1-800-829-3676).
 A-9




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##### Table of Contents



Payees
    Exempt from Backup Withholding
  Backup
    withholding is not required on any payments made to the
    following payees:
  
    An organization exempt from tax under Section 501(a), an
    individual retirement account (IRA), or a custodial
    account under Section 403(b)(7) if the account satisfies
    the requirements of Section 401(f)(2).
    The United States or any of its agencies or instrumentalities.
    A state, the District of Columbia, a possession of the United
    States, or any of their political subdivisions or
    instrumentalities.
    A foreign government or any of its political subdivisions,
    agencies or instrumentalities.
    An international organization or any of its agencies or
    instrumentalities.  Other
    payees that may be exempt from backup withholding
    include:
  
    A corporation.
    A foreign central bank of issue.
    A dealer in securities or commodities required to register in
    the United States, the District of Columbia, or a possession of
    the United States.
    A futures commission merchant registered with the Commodity
    Futures Trading Commission.
    A real estate investment trust.
    An entity registered at all times during the tax year under the
    Investment Company Act of 1940.
    A common trust fund operated by a bank under Section 584(a).
    A financial institution.
    A middleman known in the investment community as a nominee or
    custodian.
    A trust exempt from tax under Section 664 or described in
    Section 4947.  Exempt
    payees should complete a Substitute
    Form W-9
    to avoid possible erroneous backup withholding.
  Form W-9, Form W-8
  Privacy
    Act Notice
    Penalties
  
    Failure to Furnish TIN.  If you fail to furnish
    your correct TIN to a requester, you are subject to a penalty of
    $50 for each such failure unless your failure is due to
    reasonable cause and not to willful neglect. A-10




---



##### Table of Contents




    Civil Penalty for False Information With Respect to
    Withholding.  If you make a false statement with
    no reasonable basis which results in no backup withholding, you
    are subject to a $500 penalty.
    Criminal Penalty for Falsifying
    Information.  Willfully falsifying certifications
    or affirmations may subject you to criminal penalties including
    fines and/or
    imprisonment.
    Misuse of TINs.  If the requester discloses or
    uses taxpayer identification numbers in violation of Federal
    law, the payer may be subject to civil and criminal penalties.  FOR
    ADDITIONAL INFORMATION CONTACT YOUR TAX CONSULTANT OR THE
    IRS.
  7.
    SUBSTITUTE
    W-9  Form W-9 W-9.
 A-11




---



##### Table of Contents



SUBSTITUTE
    Form W-9Department of the
    Treasury Internal
    Revenue Service Payers Request for Taxpayer
    Identification Number (TIN)


Part 1 PLEASE PROVIDE YOUR TIN IN THE
    BOX AT RIGHT AND CERTIFY BY SIGNING AND DATING BELOW.


Social securitynumberOREmployerIdentificationNumberPart 2  Certification  Under penalties of perjury, I certify that:
(1)  The number shown on this form is my correct Taxpayer Identification Number (or I am waiting for a number to be issued to me);
(2)  I am not subject to backup withholding because (a) I am exempt from withholding or (b) I have not been notified by the Internal Revenue Service (the IRS) that I am subject to backup withholding as a result of a failure to report all interest or dividends or (c) the IRS has notified me that I am no longer subject to backup withholding; and
(3)  I am a U.S. person (including a U.S. resident alien)


Part 3 Awaiting TIN oPart 4 Exempt TIN oCERTIFICATION INSTRUCTIONS  YOU MUST CROSS OUT ITEM
    (2) IN PART 2 ABOVE IF YOU HAVE BEEN NOTIFIED BY THE IRS THAT
    YOU ARE SUBJECT TO BACKUP WITHHOLDING BECAUSE OF UNDERREPORTING
    INTEREST OR DIVIDENDS ON YOUR TAX RETURNS. HOWEVER, IF AFTER
    BEING NOTIFIED BY THE IRS STATING THAT YOU WERE SUBJECT TO
    BACKUP WITHHOLDING YOU RECEIVED ANOTHER NOTIFICATION FROM THE
    IRS STATING YOU ARE NO LONGER SUBJECT TO BACKUP WITHHOLDING, DO
    NOT CROSS OUT ITEM (2). IF YOU ARE EXEMPT FROM BACKUP
    WITHHOLDING, CHECK THE BOX IN PART 4.SIGNATURE: ­
    ­


DATE: ­
    ­Name(Please
    Print): ­
    ­Address(Please
    Print): ­
    ­   NOTE: FAILURE TO COMPLETE AND RETURN THIS SUBSTITUTE
    FORM W-9
    MAY RESULT IN BACKUP WITHHOLDING OF 28% OF ANY PAYMENTS MADE TO
    YOU FROM THE ESCROW ACCOUNT. PLEASE REVIEW THE ENCLOSED
    GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER
    ON SUBSTITUTE
    FORM W-9
    FOR ADDITIONAL INFORMATION.
  YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU CHECKED
    THE BOX IN PART 3 OF SUBSTITUTE
    FORM W-9.
  CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER
    SIGNATURE: ­
    ­  Date: ­
    ­
  A-12




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##### Table of Contents





APPENDIX B
  DISTRIBUTION
    REINVESTMENT PLAN
    PLYMOUTH OPPORTUNITY REIT, INC.
    EFFECTIVE AS
    OF          ,
    2011
  Company Plan Dealer Manager Administrator (Participants
  Election to Participate Shares Affiliated
    Program Excluded
    Distributions Securities
  Distribution Reinvestment Distributions Excluded Distributions
  General Terms of Plan Investments
        Distribution
    Period
   B-1




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##### Table of Contents



Ownership Limit
  Absence of Liability
  Suitability
  Reports to Participants
  Taxes
  Reinvestment in Affiliated
    Programs Initial Offering Participant.
         B-2




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##### Table of Contents



Termination
      State Regulatory Restrictions
  Amendment to; Suspension or Termination of the
    Plan
        Participation by Limited Partners of Plymouth
    Opportunity OP, LP stockholders Partnership Participants Distribution,
  Governing Law
  Notice
  Certificates
 B-3




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##### Table of Contents



65,000,000 Shares
  PLYMOUTH OPPORTUNITY REIT,
    INC.
   Common Stock
    PROSPECTUS




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##### Table of Contents



PART II
  INFORMATION
    NOT REQUIRED IN PROSPECTUS
  Item 31.
    Other
    Expenses of Issuance and Distribution    SEC registration fee

$
74,595FINRA fee


64,750Printing and engraving expenses


1,500,000
(1)Legal fees and expenses


2,300,000
(1)Accounting fees and expenses


250,000
(1)Blue Sky filing fees and expenses


125,000
(1)Miscellaneous


685,655
(1)Total

$
5,000,000     (1)
    
    Estimated    Item 32.
    Sales
    to Special Parties    Item 33.
    Recent
    Sales of Unregistered Securities    Item 34.
    Indemnification
    of Directors and Officers    
    the indemnitee has determined, in good faith, that the course of
    conduct which caused the loss or liability was in the best
    interests of Plymouth Opportunity REIT; and
    the Indemnitee was acting on behalf of or performing services
    for Plymouth Opportunity REIT.
    Such liability or loss was not the result of:  
    negligence or misconduct, in the case that the indemnitee is a
    director (other than an independent director), officer, advisor
    or an affiliate of the advisor; or
    gross negligence or willful misconduct, in the case that the
    indemnitee is an independent director.  
    Such indemnification or agreement to hold harmless is
    recoverable only out of Plymouth Opportunity REITs net
    assets and not from the stockholder of Plymouth Opportunity REIT. II-1




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##### Table of Contents




    there has been a successful adjudication on the merits of each
    count involving alleged securities law violations as to the
    indemnitee;
    such claims have been dismissed with prejudice on the merits by
    a court of competent jurisdiction as to the indemnitee; or
    a court of competent jurisdiction approves a settlement of the
    claims against the indemnitee and finds that indemnification of
    the settlement and the related costs should be made, and the
    court considering the request for indemnification has been
    advised of the position of the Securities and Exchange
    Commission and of the published position of any state securities
    regulatory authority in which Plymouth Opportunity REITs
    securities were offered or sold as to indemnification for
    violations of securities laws.        Item 35.
    Treatment
    of Proceeds from Stock Being Registered    Item 36.
    Financial
    Statements and Exhibits  Financial Statement Schedules
  None.
  Exhibits
  
 1
.1

Form of Dealer-Manager Agreement**3
.1

Form of Amended and Restated Articles of Incorporation**3
.2

Form of Amended and Restated Bylaws of the Company*4
.1

Form of Agreement of Limited Partnership** 
 II-2




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##### Table of Contents



4
.2

Form of Share Redemption Program*4
.3

Form of Escrow Agreement*5
.1

Opinion of Locke Lord Bissell & Liddell LLP regarding
    the validity of the securities being registered**8
.1

Opinion of Locke Lord Bissell & Liddell LLP regarding
    tax matters**10
.1

Form of Advisory Agreement**10
.2

Form of Sub-Advisory Agreement with Haley Real Estate Group, LLC10
.3

Form of Sub-Advisory Agreement with Oxford Capital Group, LLC21
.1

List of Subsidiaries***23
.1

Consent of Locke Lord Bissell & Liddell LLP (included
    in Exhibit 5.1 and Exhibit 8.1)**23
.2

Consent of KPMG LLP**24
.1

Power of Attorney (included in the Signature Page)99
.1

Consent of David G. Gaw*99
.2

Consent of Richard J. DeAgazio*99
.3

Consent of Philip S. Cottone*  
    *
    
    Previously filed 
  **
    
    Filed herewith. 
 
  ***
    
    To be filed by amendment. 
  Item 37.
    Undertakings            Form S-8,
  Form S-3 Form F-3
 II-3




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##### Table of Contents



bona fide
    Provided, however
                 II-4




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##### Table of Contents



Form 10-K
  Rule 3-14 Regulation S-X
  Form 8-K Rule 3-14 Regulation S-X, i.e.
   II-5




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##### Table of Contents



TABLE
    VI
    (UNAUDITED)
    ACQUISITIONS OFSECURED LOANS BY PRIOR PROGRAMS
    [HALEY
    ASSOCIATES LIMITED PARTNERSHIP]
  [Vista at[Meridian


[Willow


[Polo





[Grand


[Runaway


ShadowPark]


Hill]


Park]


[Windtree]


Pointe]


Bay]


Mountain]Location


Lubbock, TX



Lubbock, TX



Midland, TX



Midland, TX



Lafayette, LA



Lansing, MI



Tulsa, OkType


Multifamily



Multifamily



Multifamily



Multifamily



Multifamily



Multifamily



MultifamilyGross Leasable Space (sq. ft.) or Number of Units


224 Units



414 Units



184 Units



232 Units



266 Units



288 Units



593 UnitsTotal Sq Ft. of Units


189,384



360,477



182,676



194,160



312,106



252,859



576,440Date(s) of Purchase


03/31/08



03/31/08



04/22/08



04/22/08



02/17/09



06/08/09



02/25/09Mortgage Financing at Date(s) of Purchase


7,400,000



15,320,000



10,320,000



10,120,000



21,320,000



8,255,000


$
-0-Cash Invested


2,032,537



4,150,746



2,747,785



2,774,037



5,810,936



5,409,065



11,501,998Acquisition Cost:Contract Purchase Price Plus Acquisition Fee


9,388,750



19,437,250



13,017,375



12,839,750



27,049,750



12,890,500



11,672,500Other Closing Costs:Capitalized


125,004



217,179



172,055



166,958



312,975



208,028



46,738Reserves/Prepaid Rent


48,586



92,307



53,396



60,180



132,033



724,815



(29,392
)Expensed


1,357



2,680



17,334



16,899



35,928



31,222



2,668SUBTOTAL


174,947



312,166



242,785



244,037



480,936



964,065



20,014Legal-POC


10,019



9,319



10,106



9,669



0



0



0Total Acquisition Cost


9,573,716



19,758,734



13,270,266



13,093,456



27,530,686



13,854,565



11,692,514  II-6




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##### Table of Contents



SIGNATURES
  Form S-11 Form S-11
  PLYMOUTH OPPORTUNITY REIT, INC.
  By:
    /s/  Jeffrey
    Witherell   Title:
    Chief Executive Officer      Signature

Title

Date/s/  Jeffrey
    WitherellJeffrey
    Witherell

Chairman of the Board,
    Chief Executive Officer and Director
    (Principal Executive Officer)

July 1, 2011/s/  Donna
    BrownellDonna
    Brownell

Chief Operating Officer 
    (Principal Financial and
    Accounting Officer)

July 1, 2011/s/  Pendleton
    White, Jr.Pendleton
    White, Jr.

President, Chief Investment Officer 
    and Director

July 1, 2011  II-7




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##### Table of Contents



EXHIBIT INDEX
  
 Exhibit No.1
.1

Form of Dealer-Manager Agreement**3
.1

Form of Amended and Restated Articles of Incorporation**3
.2

Form of Amended and Restated Bylaws of the Company*4
.1

Form of Agreement of Limited Partnership**4
.2

Form of Share Redemption Program*4
.3

Form of Escrow Agreement*5
.1

Opinion of Locke Lord Bissell & Liddell LLP regarding
    the validity of the securities being registered**8
.1

Opinion of Locke Lord Bissell & Liddell LLP regarding
    tax matters**10
.1

Form of Advisory Agreement**10
.2

Form of Sub-Advisory Agreement with Haley Real Estate Group, LLC10
.3

Form of Sub-Advisory Agreement with Oxford Capital Group, LLC21
.1

List of Subsidiaries***23
.1

Consent of Locke Lord Bissell & Liddell LLP (included
    in Exhibit 5.1 and Exhibit 8.1)**23
.2

Consent of KPMG LLP**24
.1

Power of Attorney (included in the Signature Page)99
.1

Consent of David G. Gaw*99
.2

Consent of Richard J. DeAgazio*99
.3

Consent of Philip S. Cottone*  
    *
    
    Previously filed 
  **
    
    Filed herewith. 
 
  ***
    
    To be filed by amendment. 
 II-8